How to incorporate foreign company's subsidiary in India

INCORPORATE FOREIGN COMPANY

India is the second fastest growing economy in the world with a rich demographic dividend and abundant natural capital. With the Ease of Business Rankings appreciating and government initiatives likes to Make in India attracting global interest, along with the market size potential, India is becoming a very lucrative investment spot for foreign investors.

 There is the provision of 100% foreign investment in private limited companies  and it would be privately held, hence this is a better option in terms of corporate governance and effective control for the company as well. It is possible to go for the public company as well but then it would have a lot of compliance and procedural burden so private limited company remains the best bargain.

PROCEDURE FOR THE ESTABLISHMENT OF FOREIGN COMPANY IN INDIA:

STEP 1:

The first step in the formation of a company is obtaining a Digital Signature Certificate  (DSC) and Digital Identification Number (DIN) for all the directors of the company if they do not have the same.

A DIN is a unique identification number allocated apropos the provisions of Companies Act- Sections 266A to 266G in pursuance of Section 153, 154 and section 155, to every individual intending to be the Director of a Company. The rationale behind the introduction of these sections and the concept of DIN is as the name suggests ensuring identification of the Director and promoting accountability and transparency in case of unfair practices by the Directors or the Company.

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STEP 2:

For Approval and Reservation of the name of the Company, an application as per Form INC-1 needs to be filed with the Registrar of Companies. The Ministry of Corporate advises companies to pick out one to six names for the company to be safe in situations of name rejection. Furthermore, it is provided that the names selected should denote the objectives, vision, and mission of the company; it should not be same or excessively similar to already registered firms as well as should not violate the provisions of Prevention of Improper Use Act, 1950.

STEP 3:

Subsequent to obtaining the approval of the proposed name of the Company, the company is required to draft the Memorandum of Association (MoA) and the Articles of Association (AoA). The same is to be signed by all the subscribers, along with the name, address, description, and occupation, if applicable, attested by at least one witness along with the details of the witness as well.

STEP 4: The applicant is obliged to make an application  with the Registrar of Companies for incorporation of the Company as per Form INC-7. This application is to be accompanied with the following attachments:

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Memorandum of Association

Articles of Association

Declaration in Form INC 8 by an Advocate, Chartered Accountant, Cost Accountant or Company Secretary the provisions of the Companies Act, 2013 has been complied with.

Affidavit as per Form INC 9 by each subscriber and each person named as the first director in the Articles.

Details and Residential Proof of the Subscribers.

Specimen Signature as per Form INC 10 by each subscriber and each person named as the first director in the Articles, self-attested by the subscribers along with one self-attested passport-size photograph.

Identity Proof Of Promoters and Subscribers

PAN Card

Copy of certificate of incorporation of the foreign body corporate and proof of registered office address