Set up an Indian WOS without ever landing in India.

For most foreign companies entering India, the right structure is a Private Limited Company (Pvt Ltd) with 100% foreign shareholding (Wholly-Owned Subsidiary, 'WOS'). Benefits:

• FDI permitted via automatic route in most sectors (no prior approval needed).
• Separate legal entity — limited liability.
• Easy to operate commercially (sign contracts, hire employees, invoice customers).
• Standard tax rates (25% / 22% under Section 115BAA).
• Easy to repatriate profits via dividend (subject to Section 195 TDS + DTAA).

Alternatives (less common): Branch Office, Liaison Office, Project Office, LLP (foreign investment restricted). See our separate guide on Branch vs Liaison vs WOS.

• Minimum 2 shareholders: foreign parent company + 1 nominee (nominal 1-share holder; can be another entity or individual).
• Minimum 2 directors: at least ONE must be an Indian resident (physically present in India >120 days in the FY). BQP arranges resident director if parent has no India-resident person.
• Foreign director's documents: passport + address proof (utility bill/bank statement, apostilled or Hague Convention authenticated).
• Foreign parent documents: Certificate of Incorporation + Board resolution authorising India subsidiary + apostille/authentication.
• Registered office in India: can be virtual office / co-working / BQP office address initially; must be updated to actual within 30 days.
• FDI sector check: verify the proposed business falls under automatic route (default for most IT/SaaS/trading/manufacturing). Prohibited sectors: lottery, chit funds, real estate dealing, atomic energy. Press Note 3 (2020): any investment from countries sharing land border with India (China, Pakistan, Bangladesh, Nepal, Bhutan, Myanmar, Afghanistan) requires prior government approval.

1. DSC (Digital Signature Certificate) for all proposed directors — 2-3 days; foreign directors can obtain via online KYC + apostilled passport.
2. DIN (Director Identification Number) applied through SPICe+ Part B — approved along with incorporation.
3. Name reservation via SPICe+ Part A — propose 2 names; MCA approves within 1-2 days.
4. SPICe+ Part B incorporation: MOA, AOA, declarations, consent forms, apostilled documents. Filing fee + stamp duty vary by state and authorised capital.
5. Certificate of Incorporation + PAN + TAN: issued together by MCA / Income Tax Department. 5-10 working days.
6. Bank account: open current account with HDFC / ICICI / Kotak / Axis. Resident director typically signs; foreign director KYC can be remote. 7-14 days.
7. Share capital remittance: foreign parent wires subscription money to India bank account. AD bank issues FIRC (Foreign Inward Remittance Certificate).
8. FC-GPR filing within 30 days of receiving remittance — mandatory FEMA compliance. Non-filing attracts compounding penalty.
9. Post-incorporation: GST registration (if applicable), Professional Tax (state-specific), Shops & Establishment, PF & ESI (once headcount triggers).

• Statutory audit: mandatory for all Pvt Ltd regardless of size. Signed by an Indian CA. Done remotely for foreign-owned companies — BQP delivers audit from India.
• Income tax return: Form ITR-6 by 31 October (if TP applicable: 30 November).
• Tax audit: if turnover > INR 1 crore.
• Transfer pricing audit (Form 3CEB): mandatory for any transaction with foreign parent (always > INR 1 crore threshold triggered immediately). Form 3CEB by 31 October.
• ROC annual filings: AOC-4 (financials), MGT-7 (annual return).
• FLA Return (RBI): annual filing of foreign liabilities & assets — our FLA guide.
• GST monthly / quarterly returns: GSTR-1 + GSTR-3B.
• TDS quarterly returns: Form 26Q / 24Q.
• Board meetings: minimum 4 per year (quarterly).
• AGM: within 6 months of FY end (30 September).

BQP runs this entire calendar remotely. Foreign parent gets quarterly MIS + annual audited financials.

• Press Note 3 trap: investor based in China / Hong Kong routing via Singapore holdco. Beneficial ownership check applies — prior government approval needed. Must disclose BO.
• FDI sector cap violation: assuming 100% FDI permitted when sector cap is lower (e.g., multi-brand retail trading 51%, print media 26%, defence 74%). Pre-check.
• No resident director: trying to incorporate with only foreign directors. Section 149(3) Companies Act requires at least 1 director to be resident in India (>120 days in FY).
• FC-GPR missed deadline: 30-day window from receipt of remittance. Late filing requires compounding under FEMA Section 13 — INR 10,000-50,000 per instance.
• Apostille vs attestation confusion: Hague Convention member countries (USA, UK, EU, Singapore, UAE, etc.) use apostille. Non-Hague countries need embassy attestation + MEA attestation chain. Different docs; different timelines.
• Missing Form 3CEB: thinking TP audit doesn't apply because 'it's just a subsidiary of my own company'. Any transaction with foreign parent is Associated Enterprise — Form 3CEB mandatory. See our TP guide.

Last updated: 2026-10-13.