Post-Incorporation Compliances for a Foreign Subsidiary in India
Incorporation is only the beginning. Once a foreign subsidiary is born, a series of post-incorporation compliances kick in — some within days, others annually. Missing them attracts penalties and can jeopardise the company’s good standing. This guide is a practical checklist of post-incorporation compliances for a foreign subsidiary in India.
Immediate Compliances (Within 30–180 Days)
1. Auditor Appointment (within 30 days)
The board must appoint the first statutory auditor within 30 days of incorporation. The auditor holds office until the first Annual General Meeting.
2. FDI Reporting — FC-GPR (within 30 days)
After allotting shares to the foreign parent, file Form FC-GPR on the FIRMS portal within 30 days. This is a critical FEMA compliance for any foreign subsidiary.
3. Bank Account and Capital Infusion
Open a current account, bring in subscription money through banking channels, and obtain the FIRC and KYC report from the AD bank for FC-GPR.
4. Commencement of Business (INC-20A, within 180 days)
File the declaration of commencement of business after the subscribers pay the subscription money. The company cannot start operations or borrow until this is filed.
Ongoing and Annual Compliances
5. Statutory Registers and Records
Maintain the statutory registers (members, directors, charges, etc.) and minutes of board and general meetings from day one. See our guide to statutory registers every company must maintain.
6. Board Meetings and AGM
Hold the required number of board meetings each year and an Annual General Meeting. Read more on board meeting and AGM compliance.
7. Annual ROC Filings (AOC-4 and MGT-7)
File the financial statements (AOC-4) and the annual return (MGT-7) each year. Details in our note on AOC-4 and MGT-7.
8. Director KYC (DIR-3 KYC)
Every director with a DIN must file DIR-3 KYC annually to keep the DIN active.
9. Income Tax and GST
File the company’s income tax return annually and pay advance tax. If registered, file periodic GST returns. See our GST compliance calendar.
10. FEMA Annual Compliance (FLA Return)
A company with foreign investment must file the Foreign Liabilities and Assets (FLA) return with RBI every year by 15 July.
Post-Incorporation Compliance Checklist
| Compliance | Timeline |
|---|---|
| First auditor appointment | Within 30 days |
| FC-GPR (FDI reporting) | Within 30 days of allotment |
| INC-20A (commencement) | Within 180 days |
| DIR-3 KYC | Annually |
| AOC-4 & MGT-7 | Annually |
| FLA return | By 15 July annually |
| Income tax & GST returns | As applicable |
Why Compliance Matters
Non-compliance attracts daily penalties, director disqualification, and reputational risk. For a foreign subsidiary, FEMA defaults can also trigger compounding proceedings. Many foreign subsidiaries outsource this to a company secretarial services provider.
Frequently Asked Questions
What is the first compliance after incorporation?
Appointing the first auditor within 30 days and reporting FDI via FC-GPR within 30 days of share allotment.
What happens if INC-20A is not filed?
The company cannot commence business or borrow, and penalties apply to the company and its directors.
Is the FLA return mandatory every year?
Yes — any company with foreign investment must file it by 15 July each year.
Can compliance be outsourced?
Yes. Most foreign subsidiaries engage a CS firm to manage the full compliance calendar.
Stay Compliant from Day One
S. Choudhary & Co. manages the complete post-incorporation calendar for foreign subsidiaries — ROC, FEMA, tax, and GST. Explore our company secretarial services or call +91 90248 28295 · sushil@sushilchoudhary.com.
