Indian Subsidiary Company Registrations

 

INDIAN SUBSIDIARY

 

Description: The Indian Subsidiary Company is the company whose interests are held and controlled or held by another company. Complete solution for foreign entities starting their Indian operations through incorporation of a Indian private limited company. The preference share capital and the paid-up equity share capital of the Subsidiary company can be used to determine the holding company, subsidiary company relationship between two companies.

 

Benefits of Indian Subsidiary:

• FDI: – 100% Foreign Direct Investment is allowed in many of the sectors without any Government approval
• Easy Transferability of Shares to any other person
• Access to huge Indian market
• Maximum chances to have ROI more than average 7%
• Separate Legal Entity to function with and to avail various Govt. Benefits.
• Uninterrupted existence
• The subsidiary can acquire, own, enjoy and alienate, property in its own name
• Increased the brand value

Documents required:

• Id and Address Proof of the directors and shareholders. However, in the case of the foreign applicant, Passport is mandatory, and all the documents must be certified by the Indian Consulate.
• Before applying for registration DSC of the director is required.
• Photographs of the directors and Shareholders.
• DIN of the designated directors and shareholders.
• SPICE+ Memorandum of Association and SPICE+ Article of Association.
• Address proof of the Registered Place of business.
• Rent Agreement (If the director has taken a property on rent). However, in the case of Owned Property (Copy of Property papers is required).

 

Indian Subsidiary Company Registration Procedure: MCA has introduced a new form to simplify the process of registration. The form is called SPICe+ form and it consists of 2 parts, which are Part A (Name Reservation process) and Part B (includes all the incorporation application).

PART A: Name Reservation process

PART B: Once Name reservation process is done, it includes all the incorporation application Indian Subsidiary Company registration process is incomplete without obtaining Digital Signature Certificate from the Certifying authority. DSC is a prerequisite need.

• Capital: No minimum capital is required.
• Directors: Subsidiary company cannot be formed without having minimum two directors and one has to be the resident of India.
• Shareholders: Minimum two shareholders are necessary to form Indian Subsidiary Company.
• Equity Shares: 50% of the equity share capital should have owned by the parent company.
• DIN: Director Identification Number of all Directors is necessary.

 

Following are the Steps for incorporation of Subsidiary Company through SPICe+ form, which are as follows: –

• SPICe+ Login: At the very first, you need to Login to MCA (Ministry of Corporate Affairs) portal

After that, please click on MCA services on “SPICe+”.

• Spice+ Part A: In order to get it done, the user fills the details of proposed name of the Subsidiary company class, type, sub-category, category, and click on auto check button. It must be noted that auto check performs first level automatic inspection of the proposed name against any discrepancies the name rules.

Once Part-A is completed, the user can click on: Submit for Name Reservation for the establishment or, proceed for Incorporation or, Cancel if needed.

Part-b of the web form will get enabled if the user opted for proceed for incorporation which will showcase different sections.

• SPICe+ Part B: Before going through the SPICe+ Part B, you must note that each section of Part B contains ‘Save & continue button”. You may check form validations which will happen on each and every segment of the section.
• You need to enter the basic detail related to the Subsidiary company to be incorporated i.e. registered or Correspondence Address, Subscribers and director’s details, Details related to capital, etc.
• You need to enter the basic details for the issuance of PAN (Permanent Account Number) and TAN (Tax Deduction Account).
• Also, you must make sure to upload mandatory attachments in the web form and confirm on the important declarations & click on the pre-scrutiny & click on submit button once pre-scrutiny is successful.
• Moreover, the user will get a confirmation message one time once web form is submitted successfully in the portal.
• It’s also must be distinguished that you being the user can also download Spice+ Part-B pdf for affixing DSCS from the dashboard.
• Also all the important linked forms get enabled as well as available for the user to fill and submit based on the fields/parameters set by the user in Part-B form.

AGILE –PRO

 

The AGILE –PRO web form replaced the old AGILE form (INC-35), where AGILE stands for “Application for Goods and Services identification numbers, employees state insurance corporation registration plus Employees provident fund organization registration. AGILE-PRO needs to be filed as linked with Spice+ in order to get the following requirements, which are as follows: –

 

• Registration with ESIC.

 

• Registration with GSTIN.

 

• Bank account number.

 

• Registration with EPFO.

 

• Professional Tax Registration.

 

EMoA and EAoA Form

 

Electronic Memorandum of Association (eMoA) is known to be the charter of the company can be filed as a linked form to Spice+ in order to get the incorporations.

Electronic Articles of Association (eAoA) provides all the regulations connected to internal affairs of the Subsidiary company can be filed as a linked form to SPICe+ in order to get the incorporations.

URC-1 INC-9 PDF Generations

 

• It is mandatory to file “URC-1 form” in case of Part-I companies, holding all the details of existing entity.
• INC-9 declaration form shall be auto populated supported by the details of subscribers and directors entered in Part B. It will be available in dashboard to download and affix DSCs for the user.

Spice + Upload

 

• User must click on upload forms option After affixing all other linked forms and DSCs in Spice+ Part B pdf,
• The unique Service Request Number (SRN) will get generated on successful upload of forms which will be displayed to the applicant.
• You must note that the SPICe+ form has to be resubmitted in the similar manner in case where the forms require resubmission for any fault being bannered upon processing.

Overall Attachments Required for SPICe+

 

• Memorandum of Association (MOA).
• Articles of Association (AOA).
• Declaration by the first subscribers and directors (Affidavit not required)
• Proof of office address.
• Copy of utility bills (May vary).
• Copy of COI (certificate of Incorporation) of foreign body corporate (if any).
• Passed Resolution by Promoter Company.
• The concent of 1st directors in other entities.
• Consent of Nominee in Form INC-3.
• Residential address & Proof of identity of subscribers.
• Residential address & Proof of identity of the nominee.
• Residential address & Proof of identity of applicant I, II, III.
• In case of Chapter XXI (Part 1) Companies, resolution of unregistered companies has to be submitted.
• Declaration in Form (INC-14).
• Declaration in Form no (INC-15).
• Optional attachments if required

 

Overall Attachments Required for AGILE –PRO:

 

• Documents related to principle place of business.
• Documents related to appointment of Authorised Signatory for GSTIN (either of the documents Letter of Authorization /Managing Committee and acceptance Letter/ Copy of Resolution passed by Board of Directors).
• Documents related to identity of Authorised Signatory for the opening of a bank account.
• Documents related to address of Authorised Signatory for the opening of a bank account.
• Documents related to Specimen Signature of Authorised Signatory for EPFOSimple and Transparent Services after Registration:
  • Simple: Incorporation of Company as Indian Subsidiary of Foreign Company, including 2 DSC, 2 DIN, 1 RUN Name Approval, Incorporation Fee, PAN, TAN, Share Certificate & Company Kit.
  • Standard: Incorporation of Company as Indian Subsidiary of a Foreign Company including 2 DSC, 2 DIN, RUN Name Approval, Incorporation Fee, TAN, PAN, Share Certificates, Company Kit, 1 Year TDS Returns, and Annual Tax Filing.
  • Primary: Incorporation of Company as Indian Subsidiary of Foreign Company Including 2 DSC, 2 DIN, 1 RUN Name Approval, Incorporation Fee, PAN, TAN, Share Certificates, Company Kit, 1 Year TDS Returns Filing, Annual Tax Filing and Auditor Appointments.