Entity Guide
Wholly Owned Subsidiary in India (WOS)
A wholly owned subsidiary is the most common way foreign companies enter India — a private limited company, 100% owned by the overseas parent, under the automatic FDI route.
What is a wholly owned subsidiary?
A WOS is an Indian private limited company whose entire share capital is held by a foreign parent (with a nominee holding one share to meet the two-member requirement). It is treated as an Indian resident company for tax purposes and can carry on full commercial activity — unlike a liaison, branch or project office, which is restricted to specific activities under the FEMA route.
Eligibility & requirements
- Minimum 2 directors, of whom at least 1 must be resident in India (stayed in India for 182+ days)
- 2 shareholders — the foreign parent plus a nominee holding 1 share
- No statutory minimum paid-up capital
- A registered office in India (rent agreement, NOC and utility bill)
- Apostilled / consularised parent documents (Board resolution, CoI, ID) and director passports
How to set up a WOS — step by step
- 1
Digital Signature Certificate (DSC)
Class 3 DSCs for every proposed director and subscriber — 1–2 working days.
- 2
Name reservation (SPICe+ Part A)
Two proposed names checked against MCA and trademark databases before filing.
- 3
MOA / AOA + DIN allotment
Draft Memorandum and Articles of Association aligned to the parent's objects; DINs are allotted through SPICe+.
- 4
SPICe+ Part B + AGILE-PRO + INC-9
Integrated filing for incorporation, PAN, TAN, GSTIN, EPFO, ESIC and bank account.
- 5
Certificate of Incorporation
MCA issues the CoI with CIN, PAN and TAN electronically.
- 6
Bank account + INC-20A
Open the current account, remit share subscription and file INC-20A before commencing business.
- 7
FC-GPR filing to RBI
Report the issue of shares to the foreign parent on the FIRMS portal within 30 days of allotment, with a FEMA valuation certificate.
FDI route & FEMA compliance
Most sectors allow 100% FDI under the automatic route — no prior government approval. Post-allotment, the company files FC-GPR on the RBI FIRMS portal (Single Master Form) within 30 days, supported by a share-valuation certificate under FEMA pricing guidelines by a SEBI-registered merchant banker or Chartered Accountant. An annual Foreign Liabilities and Assets (FLA) return is filed with the RBI. Confirm your sector on FDI entry routes and sector caps.
WOS vs Joint Venture
| Feature | WOS | Joint Venture |
|---|---|---|
| Ownership | 100% foreign | Shared with an Indian partner |
| Control | Full | Shared — subject to shareholders’ agreement |
| Local market access / partner | Built in-house | Comes with the partner |
| Best for | Full control, IP-led and technology businesses | Regulated or capped sectors, local distribution |
Post-incorporation compliance
- INC-20A commencement of business declaration
- GST registration where applicable
- Professional tax registration (state-specific — Delhi and Haryana levy none)
- TDS registration and monthly deposits
- Board meetings, statutory registers and annual ROC filings
- Statutory audit and transfer-pricing study each year
We coordinate all of the above under India post-entry support.
Frequently asked questions
Can a foreign company own 100% of an Indian subsidiary?
How many directors and shareholders does a WOS need?
Is there a minimum capital for a wholly owned subsidiary in India?
How long does it take to set up a WOS?
What is FC-GPR and when is it filed?
Reviewed by CA Regi Tom Antony, Regi Tom Antony & Associates. Last updated: July 2026.
Setting up your India subsidiary?
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