A foreign subsidiary company is a partially or wholly-owned company which is a part of a larger corporation. The larger corporation must be headquartered in another country. The foreign subsidiary company works according to the laws of the country in which they are located.
Bookkeeping of all the financial records of the foreign subsidiary company will be tracked by the parent company. It is mandatory for these foreign subsidiary companies to obey the laws of the country they are operating in.
The procedure followed to register a foreign subsidiary company
- Obtain DSC
The very first step involved in the incorporation of a foreign subsidiary company is applying for a DSC.
Digital Signature Certificate or DSC is nothing but a mathematical process used to verify the authenticity of digital message, certificates and documents. It is a USB drive that has the encrypted signature of a person so that the originality of the signature can be verified.
- Obtain DIN
Digital Identification Number or DIN is a unique number given to the existing or potential director of a company. DIN is mandatory for all directors. This number is unique and is used to identify a person and his role as a director in the past companies and the present company as well.
- Applying for name approval
One of the most important steps in the incorporation process is selecting a unique and acceptable name for the proposed Company as per the Companies Act, 2013 during the formation of a private limited company.. The name should be unique and must not be identical to existing entities or Undesirable by Law. If name reservations are marked under resubmission, they shall be resubmitted.
Before the Name Approval process, foreign company need to select / choose the name based on the given criteria:
Foreign companies can apply the same name (name in foreign country) in India by using the word “India” in its name.
If foreign Company has any registered Trade Mark then it can use such a trademark for the Incorporation of Company in India.
Any other name as such decided by the foreign company
Documents / Information required for application of Name from Foreign company are:
- Apostolized copy of Charter of Foreign company (Translated in English)
- NOC from Foreign company to use the name or trademark in the form of Board resolution.
The name has to be acceptable and it has three important parts
The name has to be acceptable and unique. The name that is chosen needs to fulfil the definition given by the Companies Act, 2013. The name chosen cannot be similar to that of an existing company or LLP or trademark in the same industry type.
The name should include an object part where the nature of the business entity should be defined.
Constitution part defines the type of business entity that is defined in the name. It is mandatory for all the private companies to use the word private limited after its name.
List of documents to be executed after Name Approval:
- Declaration by Director in form DIR -2 ( for both Indian & Foreign director)
- Declaration by the director in form INC -9 ( for both Indian & Foreign director)
- Memorandum of Association of the company (Physical copy of MOA shall be prepared and not e-MOA)
- Articles of Association of the company (Physical copy of AOA shall be prepared and not e-AOA)
- Declaration of not having a PAN from foreign Director/Subscriber
*All the documents of foreign subscribers along with MOA & AOA need to be Duly apostille & notarized in the country of origin.
- Application of Incorporation (e-Form Spice+ )
- Applying for PAN & TAN
Note*: SPICe+ would be an integrated Web form offering multiple services viz. name reservation, incorporation, DIN allotment, mandatory issue of PAN, TAN, EPFO, ESIC, Profession Tax (Maharashtra) and Opening of Bank Account. It will also facilitate the allotment of GSTIN wherever so applied for by the Stakeholders.
Note: All documents submitted towards the registration of a foreign subsidiary company must be translated in English
A foreign subsidiary company needs to comply with the laws pertaining to the country from which it operates. Above-mentioned is the procedure followed to incorporate a foreign subsidiary company in India.
For more details, call us at +91-9900328729, +91-80-40909797.