Incorporation is the start, not the finish. A foreign-owned subsidiary must keep up ROC and MCA filings, the FEMA FLA return, FC-GPR and FC-TRS reporting, income-tax and TDS, and board governance. One owned calendar keeps the entity in good standing.
Several obligations are event-driven, not just annual. A share issue or a transfer triggers its own time-bound FEMA report; a maintained calendar with clear ownership is the protection against a costly miss.
Incorporation is the easy part. The harder part is the year that follows, when a foreign-owned subsidiary must satisfy a web of company-law, foreign-exchange and tax obligations that are partly annual and partly triggered by events such as a share issue or a remittance. Overseas management, focused on the business, rarely has visibility into an Indian filing calendar, and the first sign of a problem is often a penalty notice or a blocked transaction.
A compliance retainer exists to remove that risk. Rather than reacting to deadlines, the obligations are mapped onto a single calendar, owned and driven by counsel, so that each filing is prepared and made on time and each event-driven report is captured as it happens. The parent gets a quiet entity in good standing, which is exactly what it wanted when it set the subsidiary up.
Under the Companies Act, the subsidiary must hold board and general meetings, keep minutes and statutory registers, and make its annual filings with the Registrar of Companies and the Ministry of Corporate Affairs. Directors carry personal responsibility for several of these, and lapses can render both the company and its officers non-compliant, which matters when the group later wants to raise funds, remit profits or restructure.
We run the secretarial calendar, prepare the meetings and resolutions, maintain the registers, and make the annual filings, so that the corporate record is complete and current at all times rather than reconstructed under pressure when a transaction or a due diligence demands it.
Because the entity is foreign-owned, the foreign-exchange framework adds its own layer. The annual return on foreign liabilities and assets is filed every year. When the subsidiary issues shares to the foreign parent, FC-GPR is filed within the prescribed time, and when shares move between residents and non-residents, FC-TRS is filed. These are time-bound; delay attracts a late-submission fee and, if neglected, can require compounding of the contravention.
We treat these as core to the retainer, capturing each reportable event as it occurs and filing the annual return on time, so that the entity's FEMA record stays clean and future remittances, including dividends and fees to the parent, are not held up by an unreported allotment or a missed return.
The subsidiary must file its income-tax return, deduct and deposit tax at source on the payments it makes, and file the periodic TDS statements. For a foreign-owned entity, tax compliance also intersects with transfer pricing, withholding on payments to the parent, and profit repatriation, so the routine filings cannot be run in isolation from the group's cross-border position.
We coordinate the recurring tax and TDS compliance with the wider international-tax picture, so that the day-to-day filings are consistent with the group's transfer pricing, withholding and repatriation strategy rather than pulling against it.
The following official sources support the legal positions summarised on this page and should be consulted for the current statutory text, procedure and notifications.
Content reviewed by the AMLEGALS Corporate, FEMA and Tax Compliance team. Law reviewed as of: 21 July 2026. This page is general information about legal processes in India and is not legal advice. A formal opinion requires review of the specific facts and documents.
Short, direct, on the record.
The core recurring obligations include annual filings with the Registrar of Companies and the Ministry of Corporate Affairs, the FEMA annual return on foreign liabilities and assets, income-tax returns and periodic TDS filings, board and general meetings with minutes and statutory registers, and, when shares are issued or transferred involving the foreign parent, FC-GPR and FC-TRS reporting to the Reserve Bank framework.
The annual return on foreign liabilities and assets is filed under the foreign-exchange framework by Indian entities that have received foreign investment or made overseas investment. A foreign-owned subsidiary generally has to file it every year, and non-filing can affect the entity standing under FEMA and its ability to undertake future foreign-exchange transactions smoothly.
FC-GPR reports the issue of shares by an Indian company to a foreign investor, and FC-TRS reports the transfer of shares between residents and non-residents. Both are time-bound filings within the Reserve Bank reporting framework. Delay attracts a late-submission fee and, if left unaddressed, can require compounding, so the reporting should be handled promptly at each event.
Late or missed filings attract penalties and additional fees, can render directors and the company non-compliant, and can complicate future funding, remittances and approvals. Because several obligations are event-driven as well as annual, the practical risk is that something is overlooked; a maintained compliance calendar with clear ownership is the most effective protection.
Share your entity type, shareholding and current filing status for a confidential review of what an ongoing India compliance retainer would cover.