Wholly Owned Subsidiary of Foreign Company in India

Choosing a wholly owned subsidiary of foreign company in India gives complete ownership, brand control, and long-term scalability while operating as a distinct legal entity under India’s company law framework. With structured execution and local expertise, a wholly owned subsidiary in India can be incorporated quickly and aligned with ongoing tax and compliance requirements from day one.

What is a WOS

A wholly owned subsidiary (WOS) is a company in which the holding company owns 100% of the share capital, enabling full control over management and decisions while the entity remains legally separate in India. This structure is commonly adopted by foreign companies for direct presence, P&L control, IP protection, and strategic growth in India’s market.

Legal basis and control

Under the Companies Act, a subsidiary is defined by control of board composition or more than half of total share capital, and a WOS is the specific case with 100% ownership by the parent. The separate legal personality of the Indian subsidiary helps ring‑fence liabilities while allowing the parent to direct strategy and governance through its appointed directors.

FDI and sector checks

India allows 100% FDI in many sectors under the automatic route, though some industries require approval or have caps; verifying sectoral FDI policy is essential before filing. Early validation of sector norms, pricing, and any Press Note conditions helps avoid delays during name approval, incorporation, and license applications.

Core incorporation steps

• Secure digital signatures (DSC) and director identification numbers (DIN) for proposed directors, including at least one Indian resident director as required for most private companies in practice.

• Obtain name approval and file SPICe+ incorporation with charter documents, then proceed to PAN, TAN, and GST applications as applicable to the business model and thresholds.

• Open the current account, appoint the statutory auditor, and activate statutory registers and compliance calendars immediately post‑incorporation for smooth operations.

Governance and compliance

Post‑incorporation, maintain board and shareholder meetings on schedule, complete license registrations (such as GST, IEC, professional tax where relevant), and ensure annual statutory audits and filings. Establish SOPs for accounting, tax, and secretarial records to stay regulator‑ready and avoid penalties or resubmission cycles.

Key requirements snapshot

A practical baseline includes a minimum of two directors and two shareholders, with at least one Indian resident director typically required; NRIs and foreign nationals can serve as directors subject to KYC and residency norms. Documentation readiness, sectoral FDI alignment, and nominee structuring (if used to meet shareholder count) accelerate timelines while preserving 100% parent ownership economics.

Why choose a WOS

A wholly owned subsidiary in India enables full strategic and financial control, easier hiring and contracting, and direct customer billing while benefiting from limited liability and local credibility. Compared with liaison or branch models, a WOS offers broader operational scope and brand autonomy for long‑term scaling in India.

Stratrich support

Specialist advisors streamline entity selection, filings, banking, tax registrations, licenses, and post‑incorporation compliance to compress the critical path to go‑live. With India‑market fluency and execution rigor, Stratrich aligns incorporation with governance, accounting, and tax frameworks for sustained growth and audit‑ready operations.

Quick checklist

• Validate sectoral FDI route and caps before initiation to confirm automatic vs approval route.

• Prepare DSC/DIN, name approval, SPICe+ filing, PAN/TAN/GST sequencing, and bank account opening.

• Stand up governance artifacts, auditor appointment, statutory registers, and recurring compliance calendars.