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Wholly-Owned Subsidiary of a Foreign Company in India

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: Verify Credentials →

Structure: private limited company under the Companies Act, 2013; 100% foreign owned.

Fees: WOS setup starting from INR 49,999 (Exl GST and Govt. Charges).

FDI route: 100% FDI under the automatic route in most sectors.

Timeline: about 4 to 6 weeks including FC-GPR and post-incorporation filings.

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Foreign WOS in India: Overview

📌 TL;DR - WOS Setup Services at a Glance

A wholly-owned subsidiary is an Indian private limited company in which a foreign parent holds 100% of the shares. In most sectors, 100% FDI is allowed under the automatic route. After incorporation via SPICe+ and share allotment, the company files Form FC-GPR with the RBI within 30 days. Patron Accounting does it all from INR 49,999.

Parameter	Detail
Entity Type	Private limited company (foreign-owned subsidiary)
Governing Law	Companies Act, 2013; FEMA and the Consolidated FDI Policy
Ownership	100% foreign held; automatic route in most sectors
Incorporation	SPICe+ with DSC, DIN, MOA and AOA; 1 resident director
Key FEMA Filing	Form FC-GPR within 30 days of share allotment (FIRMS portal)
Cost	WOS setup from INR 49,999 (Exl GST and Govt. Charges)
Timeline	About 4 to 6 weeks end to end

A wholly-owned subsidiary gives a foreign parent full operational control as a separate Indian legal entity, unlike a branch or liaison office. The sector-specific FDI route and caps depend on the Consolidated FDI Policy and the activity, assessed case by case, and government fees and stamp duty vary by state and are billed at actuals.

Content is reviewed quarterly for accuracy.

What Is a Wholly-Owned Subsidiary?

A wholly-owned subsidiary (WOS) is an Indian company incorporated under the Companies Act, 2013 in which a foreign company holds 100% of the shares. It is a separate legal entity, treated as a domestic Indian company for tax and compliance, while remaining fully controlled by the foreign parent.

It is the most common India-entry structure because 100% FDI is allowed under the automatic route in most sectors, giving the parent complete ownership and control. A partly-owned subsidiary is where the parent holds more than 50% but less than 100% of the shares.

Key Terms for WOS Setup:

WOS: a wholly-owned subsidiary, with 100% of shares held by the foreign parent.
Automatic route: FDI allowed without prior government approval in eligible sectors.
FC-GPR: the RBI form reporting issue of shares to a foreign investor.
FIRMS portal: the RBI Single Master Form portal for FDI reporting.

India Entry 100% FDI | WOS

Who Should Set Up a WOS in India?

A wholly-owned subsidiary suits a foreign company that wants full ownership and control of its India operations, such as IT, SaaS, manufacturing, consulting and product companies entering the Indian market. It works where the sector permits 100% FDI under the automatic route.

If you only need to test the market or hire a small team first, an Employer of Record arrangement can be a faster, lighter alternative before incorporating a WOS. Sensitive sectors such as defence, telecom and certain media require the government approval route or are subject to FDI caps, which we assess before you begin.

Our WOS Setup Services

Service	What We Do
FDI feasibility	Checking the sector route, caps and conditions under the Consolidated FDI Policy.
Incorporation	SPICe+ incorporation with DSC, DIN, name approval and MOA and AOA.
Resident director	Guidance on meeting the resident director requirement.
FC-GPR filing	FDI reporting to RBI on the FIRMS portal within 30 days of allotment.
Post-incorporation	INC-20A, bank account, GST, PAN and TAN, and IEC where needed.
Ongoing FEMA compliance	FLA return, APR and annual ROC filings.

Our Process

WOS Setup Process: 6 Steps

From the FDI route check to FC-GPR and post-incorporation filings, here is how Patron Accounting incorporates a foreign company's wholly-owned subsidiary in India end to end.

Step 1

Check the FDI route

Confirm whether the sector allows 100% FDI under the automatic route or needs government approval.

Sector checked Route confirmed

FDI Route Confirmed 01

Step 2

Reserve name and prepare documents

Reserve the name via SPICe+ Part A and prepare the MOA, AOA and director and shareholder documents.

Name reserved Documents ready

Name and Docs Ready 02

Step 3

Incorporate via SPICe+

File SPICe+ on the MCA portal to obtain the Certificate of Incorporation, CIN, PAN and TAN.

SPICe+ filed COI issued

Incorporated 03

Step 4

Open bank account and remit capital

Open the company bank account and receive the foreign parent's share capital through banking channels.

Account opened Capital remitted

Capital Received 04

Step 5

Allot shares and file FC-GPR

Allot shares to the foreign parent and file Form FC-GPR with RBI on the FIRMS portal within 30 days.

Shares allotted FC-GPR filed

FDI Reported 05

Step 6

Complete post-incorporation filings

File INC-20A and register for GST, and set up ongoing FEMA and ROC compliance.

INC-20A filed GST registered

Operational 06

Documents Required for a WOS

Foreign parent documents: board resolution, charter, apostilled or notarised as required.
Director KYC: passport, address proof and photos of proposed directors.
Resident director details: for the Companies Act requirement.
Registered office proof: in India (rent agreement, owner NOC and utility bill).
Shareholding and capital: details and the proposed business activity.

Common Challenges and How We Solve Them

Challenge	Impact	How Patron Accounting Solves It
Sector under approval route or with caps	Not every sector allows 100% automatic FDI	We assess the FDI route before incorporation
Missing the 30-day FC-GPR deadline	A lapse means compounding and penalties	We track allotment and file FC-GPR on time
INC-20A and post-incorporation lapses	Business cannot commence without INC-20A	We file INC-20A and manage the 90-day checklist
No resident director	The Companies Act mandates one	We guide on meeting the resident director rule

WOS Setup Fees

Fee Component	Amount
Patron Accounting Professional Fees	Starting from INR 49,999 (Exl GST and Govt. Charges)
Government fees and stamp duty	Billed at actuals; vary by state
Apostille / notarisation	At actuals, depending on the parent's jurisdiction
Ongoing FEMA and ROC compliance	Scoped separately (FC-GPR, FLA, APR, annual filings)

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free WOS Setup consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

How Long Does Setup Take?

Stage	Estimated Timeline
Incorporation (SPICe+)	About 10 to 15 working days
Bank account, FC-GPR and GST	Add a few weeks
Full process end to end	About 4 to 6 weeks

The FC-GPR must be filed within 30 days of allotment to avoid compounding and penalties. Document apostille or notarisation in the parent's country can affect the timeline.

Key Benefits

Why Set Up a WOS with a Professional

Full ownership and control

A separate Indian legal entity, 100% owned and controlled by the parent.

Domestic-company treatment

Taxed and treated as a domestic company, with GST credits and incentives.

Clean FEMA compliance

Timely FC-GPR and FLA filings keep the FDI fully reported and compliant.

Trusted by Foreign Companies Entering India

10,000+ Businesses | 4.9 Google Rating | 50,000+ Documents Handled | 15+ Years Experience

Trusted by clients including Hyundai, Asian Paints and Bridgestone. With offices in Pune, Mumbai, Delhi and Gurugram, Patron Accounting serves foreign companies entering India both in-person and remotely.

WOS vs Branch vs Liaison Office

Factor	Wholly-Owned Subsidiary	Branch Office	Liaison Office
Legal status	Separate Indian company	Extension of parent	Representative only
Ownership	100% foreign	Parent	Parent
Commercial activity	Full	Limited, RBI approved	No income, liaison only
FDI route	Automatic in most sectors	RBI / AD approval	RBI / AD approval
Best for	Full India operations	Specific projects	Market presence

Related Services

A WOS is built on a private limited company registration with an FDI overlay, so pair it with our FDI compliance service and ongoing private limited company compliance. Expanding the other way? See our company registration in USA service, and we also advise on company registration in Singapore.

Legal and Compliance Framework

Companies Act, 2013: a WOS is incorporated as a private limited company through SPICe+, needs at least one resident director, and must file INC-20A before commencing business (via the MCA).

Consolidated FDI Policy and FEMA: 100% FDI is allowed under the automatic route in most sectors; sensitive sectors need the government approval route or are subject to caps, and FEMA pricing and valuation norms apply to the share issue (per the DPIIT).

FC-GPR reporting: after allotting shares to the foreign parent, the company must report the FDI to RBI on the FIRMS portal in Form FC-GPR within 30 days; FC-TRS within 60 days applies to transfers of shares.

Ongoing compliance: a foreign-owned subsidiary files the annual Foreign Liabilities and Assets return and, where applicable, the Annual Performance Report, in addition to standard ROC and tax filings.

How does a foreign company set up a wholly-owned subsidiary in India?

A foreign company sets up a wholly-owned subsidiary by incorporating a private limited company in India through the SPICe+ form on the MCA portal, with the foreign parent holding 100% of the shares. It then opens a bank account, receives the share capital, allots shares to the parent, and files Form FC-GPR with the RBI within 30 days. We also complete INC-20A and the GST and other registrations as part of the setup.

Is 100% foreign ownership allowed in an Indian subsidiary?

Yes, in most sectors 100% foreign ownership is allowed under the automatic route, which means no prior government approval is required. This is why a wholly-owned subsidiary is the most common India-entry structure. Some sensitive sectors such as defence, telecom and certain media require the government approval route or are subject to FDI caps, and a few sectors are prohibited, so the route should be checked first.

What is FC-GPR and when must it be filed?

FC-GPR, or Foreign Currency Gross Provisional Return, is the form through which an Indian company reports the issue of shares to a foreign investor to the Reserve Bank of India. It is filed on the RBI FIRMS portal within 30 days of the allotment of the capital instruments. Missing the deadline requires a compounding application and attracts penalties, so timely filing is essential for a foreign-owned subsidiary.

Does an Indian subsidiary need a resident director?

Yes. Under the Companies Act, 2013, every Indian company must have at least one director who has stayed in India for at least 182 days in the previous financial year. For a newly incorporated wholly-owned subsidiary, this resident director requirement must be met from incorporation, and foreign parents often appoint a trusted local director or use a professional arrangement to satisfy it.

How long does it take to set up a WOS in India?

Incorporation usually completes in about 10 to 15 working days once documents are in order, and the post-incorporation steps, including the bank account, FC-GPR filing and GST registration, add a few weeks. In total, setting up a wholly-owned subsidiary typically takes about 4 to 6 weeks. Document apostille or notarisation in the parent's country can affect the timeline.

What is the difference between a WOS and a branch or liaison office?

A wholly-owned subsidiary is a separate Indian company that can carry on full commercial activity and is treated as a domestic company. A branch office is an extension of the foreign parent that can carry on only limited, RBI-approved activities, while a liaison office can act only as a representative and cannot earn income in India. The WOS offers the most flexibility and full operational control.

What ongoing FEMA compliance does a foreign subsidiary have?

Beyond the initial FC-GPR filing, a foreign-owned Indian subsidiary must file the annual Foreign Liabilities and Assets return with the RBI, and the Annual Performance Report where applicable. It must also report any further share issues or transfers in FC-GPR or FC-TRS, and meet standard ROC annual filings and tax compliance. We manage these recurring filings as part of ongoing compliance.

India me foreign company ki subsidiary kaise banaye?

SPICe+ se private limited subsidiary incorporate karo, shares allot karke 30 din me RBI ke paas FC-GPR file karo. Patron Accounting FDI route se compliance tak sab sambhal leta hai.

Quick Answers

What entity? Indian private limited company, 100% foreign owned.
FDI route? Automatic route in most sectors; 100% allowed.
Key RBI filing? FC-GPR within 30 days of allotment.
Resident director? Yes, at least one under the Companies Act, 2013.

Entering the Indian Market? Set Up Your Subsidiary

India entry trips up foreign parents on two fronts: the FDI route and the hard FEMA deadlines after incorporation. Professional handling keeps the incorporation, FC-GPR and post-incorporation filings on track.

Call +91 945 945 6700 or message us on WhatsApp for a free, no-obligation quote on your wholly-owned subsidiary setup.

Start Your India Subsidiary Today

A wholly-owned subsidiary is the most complete and common way for a foreign company to enter India, giving 100% ownership and control through a separate Indian private limited company. In most sectors, 100% FDI is allowed under the automatic route, but the setup combines SPICe+ incorporation with hard FEMA deadlines, above all the FC-GPR filing within 30 days of share allotment and the INC-20A declaration.

Patron Accounting, with 15+ years of experience and a CA and CS team, checks the FDI route, incorporates the subsidiary, and manages the FC-GPR and post-incorporation compliance end to end.

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Content Created: 3 June 2026 | Last Updated: | Next Review: 3 December 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed every 6 months or whenever the Consolidated FDI Policy, the RBI FIRMS and FC-GPR rules, or the Companies Act foreign-company provisions change, so the wholly-owned subsidiary guidance stays current.