Incorporation and FDI structuring for UK parents establishing Indian subsidiaries.
Setting up an Indian subsidiary for a British parent is a sequence: reserve the name and incorporate a private limited company under the Companies Act 2013, obtain director identification and digital signatures, set the registered office and first directors, open a bank account, and bring in share capital as foreign direct investment under FEMA. Each step has a compliance consequence, and errors in the capital or pricing are difficult to unwind later.
Once capital is received, the company must file Form FC-GPR with the Reserve Bank of India within the prescribed period, issue shares at a price not below fair value determined under the FEMA (Non-Debt Instruments) Rules 2019, and register for PAN, TAN and GST. AMLEGALS runs the incorporation and the FEMA reporting as one workstream so the British parent holds a clean, fully compliant subsidiary from day one.
Reserving the company name and incorporating a private limited company under the Companies Act 2013 with the correct objects, directors and registered office.
Structuring authorised and paid-up capital and the class of shares, and ensuring inbound capital is routed and priced in line with the FEMA (Non-Debt Instruments) Rules 2019.
Filing Form FC-GPR on allotment to the British parent and setting up the continuing FEMA and RBI reporting of the subsidiary.
Obtaining PAN, TAN and GST registration and advising on the withholding and treaty position under the India–United Kingdom DTAA.
Putting in place the first board, auditor, statutory registers and the Companies Act 2013 governance framework.
Drafting the services, cost-sharing, IP and funding agreements between the British parent and the Indian subsidiary on arm’s-length terms.
Incorporation of a private limited company is typically completed within two to three weeks once name approval, director identification and documentation are in order. Bringing in share capital and completing FC-GPR reporting follows allotment. The overall timeline depends on how quickly the British parent can provide apostilled or notarised documents and KYC.
The Companies Act 2013 prescribes no minimum paid-up capital for a private limited company, so the subsidiary can be capitalised at a level appropriate to the business. Capital must, however, be brought in and priced in compliance with the FEMA pricing rules, and under-capitalisation can create practical and tax issues that are better avoided.
Yes, in sectors on the automatic route a British parent may hold 100% of the equity of the Indian company. In sectors with FDI caps or government-approval conditions the permissible shareholding is limited, and investments covered by Press Note 3 (land-border countries) require approval. AMLEGALS confirms the position for the specific activity before incorporation.
The company must file Form FC-GPR with the Reserve Bank of India on allotment of shares against the inward remittance, supported by a valuation and a company-secretary and chartered-accountant certification. Transfers of shares between residents and non-residents are reported in Form FC-TRS. Missing these timelines attracts late-submission fees and compounding exposure under FEMA.
No. No engagement is treated as accepted until conflicts, scope and terms are confirmed in writing. An initial discussion is confidential and is used only to understand the matter and assess fit.
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