Wholly Owned Subsidiary (WOS) in India: Registration Process for Foreign Companies
A wholly owned subsidiary (WOS) in India is a company in which a single foreign company holds 100% of the share capital. It is the preferred structure for multinationals that want full control of their Indian operations without a local joint-venture partner. This guide explains who can set up a WOS, the registration process, the documents involved, and the RBI reporting that follows.
What Is a Wholly Owned Subsidiary?
Under the Companies Act, 2013, a company is a subsidiary when another company controls its board or holds more than half of its share capital. When the foreign parent holds 100% of the equity, the Indian company becomes a wholly owned subsidiary. Because Indian law requires a private limited company to have at least two shareholders, the second share is usually held by a nominee on behalf of the parent, so beneficial ownership remains 100% with the foreign company.
Can a Foreign Company Set Up a 100% Subsidiary?
Yes — in every sector that permits 100% FDI under the automatic route, a foreign company can own its Indian subsidiary entirely without prior government approval. This covers most service, IT, manufacturing, and trading activities. In sectors with caps or conditions, a WOS may not be possible or may need approval. See our explainer on 100% FDI in India.
Key Requirements for a WOS
- Shareholders: Minimum two (the parent plus a nominee).
- Directors: Minimum two, of whom at least one must be resident in India.
- Registered office: A physical address in India.
- Capital: No statutory minimum, but realistic for the business plan.
For a deeper look at these thresholds, see our note on directors, shareholders and capital for an Indian subsidiary.
Step-by-Step Registration Process
1. Obtain Digital Signatures (DSC)
Each proposed director needs a DSC. Foreign directors submit apostilled passport and address proof.
2. Reserve the Company Name
Apply through SPICe+ Part A on the MCA portal with one or two preferred, unique names.
3. File SPICe+ Part B
This integrated form covers DIN, incorporation, PAN, TAN, GST, EPFO, and ESIC. Attach the e-MoA, e-AoA, the parent’s board resolution, and director declarations.
4. Receive the Certificate of Incorporation
The ROC issues the CIN, PAN, and TAN once approved — usually within 10 to 20 working days.
5. Open a Bank Account and Remit Capital
Remit subscription money from the parent through banking channels and obtain the FIRC.
6. File FC-GPR with RBI
Report the share allotment on the FIRMS portal within 30 days using Form FC-GPR.
Documents Required
From the parent company: certificate of incorporation, charter documents, and a board resolution authorising the investment and naming the authorised signatory. From foreign directors: passport, address proof, and photograph — all notarised and apostilled. Indian resident directors provide PAN, Aadhaar, and address proof.
Taxation and Repatriation
A WOS is taxed as a domestic Indian company. Profits can be repatriated as dividends after paying applicable taxes, and capital can be returned subject to FEMA. Cross-border transactions with the parent attract transfer-pricing rules, so inter-company pricing must be at arm’s length.
WOS vs Other Entry Options
A WOS gives more commercial freedom than a liaison or branch office and full control compared with a joint venture. If you are weighing options, compare a subsidiary, branch and liaison office, and read the full guide to setting up a foreign subsidiary in India.
Frequently Asked Questions
How long does it take to register a WOS?
Typically 10 to 20 working days once apostilled documents are ready. Document legalisation abroad is the main variable.
Does a WOS need a resident director?
Yes. At least one director must have stayed in India for 182 days or more in the previous financial year.
Is there a minimum capital for a WOS?
No statutory minimum, but the capital should match the operational plan and any sectoral conditions.
Can the parent later sell or transfer the subsidiary?
Yes, subject to FEMA pricing guidelines and reporting of the transfer.
Register Your WOS with Confidence
A clean WOS setup aligns company law, FEMA, and tax from the start. S. Choudhary & Co. handles incorporation, FDI reporting, and compliance for foreign parents. Explore our incorporation services or call +91 90248 28295 · sushil@sushilchoudhary.com.
