Foreign Subsidiary Setup Cost
Estimate the government cost for a foreign company to set up a wholly / majority-owned Private Limited subsidiary in India under FDI — MCA/RoC filing fee and stamp duty by authorised capital — plus the FDI steps (DSC, apostille, FC-GPR) you need to plan for.
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Government fee breakdown — Foreign Subsidiary (FDI Pvt Ltd)
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Disclaimer: Government fees only — professional fees are not included. The MCA/RoC fee + stamp duty figure is an indicative approximation by authorised capital; actual stamp duty varies by state. DSC, apostille / notarisation abroad and courier costs are not government fees and are not included. Govt fees subject to MCA/RoC and RBI notifications.
What a foreign subsidiary costs in India
A foreign subsidiary is simply an Indian Private Limited company in which a foreign company (or foreign nationals) holds the shares under the FDI route. The registration is the same SPICe+ process as any Pvt Ltd, plus extra steps: apostilled/notarised foreign documents, DSCs for the non-resident directors, and the post-incorporation FC-GPR filing and FEMA reporting to the RBI. The table below shows the government cost heads.
| Government cost head | Indicative amount |
|---|---|
| MCA/RoC filing fee + stamp duty (by capital) | ₹1,000 – ₹8,000 |
| PAN + TAN (issued with incorporation) | ₹0 |
Worked example
A US parent wants a wholly-owned Indian subsidiary with ₹10 lakh authorised capital.
Key terms explained
FDI automatic route
Most sectors allow 100% foreign investment without prior government approval — the foreign parent can simply subscribe to shares and remit capital, then report it to the RBI afterwards. Only a few sensitive sectors need government approval.
Resident director — Sec 149(3)
Every Indian company must have at least one director who stayed in India for 182 days or more in the previous financial year. A foreign subsidiary therefore always needs one Indian resident on the board.
FC-GPR within 30 days
After shares are allotted to the foreign investor, Form FC-GPR must be filed on the RBI FIRMS portal within 30 days of allotment, reporting the inward foreign remittance. Late filing attracts a compounding penalty.
FLA annual return
A company with foreign investment must file the Foreign Liabilities & Assets (FLA) return with the RBI by 15 July each year, declaring foreign holdings and assets. It is a recurring FEMA compliance, separate from MCA filings.
Questions people ask
Short answers on Foreign Subsidiary Setup Cost. Tap a question to open it.
01How does a foreign company set up an Indian subsidiary?
Usually as a private limited company with the foreign parent holding the shares. The steps are DSCs for the proposed directors, name reservation, SPICe+ incorporation with apostilled parent documents, then the FEMA reporting for the inward investment.
02Does an Indian subsidiary need a resident director?
Yes. Section 149(3) requires at least one director who has stayed in India for 182 days or more in the financial year. Many foreign parents appoint a professional or a local hire to meet this.
03What FEMA filings apply to the investment?
The inward remittance is reported by the bank, shares must be allotted within 60 days of receipt, and Form FC-GPR is filed within 30 days of allotment. An annual FLA return follows every 15 July.
04Why do apostille and notarisation add to the cost?
Documents of the foreign parent and any foreign director — incorporation certificate, board resolution, passport and address proof — must be notarised and apostilled (or consularised, for non-Hague countries) in the home jurisdiction before they can be filed with the MCA.
05Is a subsidiary better than a branch or liaison office?
A subsidiary is a separate Indian company that can trade freely and is the usual choice. A liaison office cannot earn income; a branch is restricted in the activities it may undertake and needs RBI approval. Most operating businesses set up a subsidiary.
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Disclaimer: This tool gives indicative results for general guidance only and is not professional advice. Please verify with a qualified CA before acting on the numbers.