How to Incorporate a Subsidiary or GCC in India: A Complete Step-by-Step Guide for Foreign Companies

Establishing a subsidiary or Global Capability Centre (GCC) in India is a strategic move for many foreign companies. India’s large talent pool, competitive operating environment, and well-structured legal system make it an attractive destination for global expansion. However, the incorporation process involves multiple regulatory steps and specific documentation standards—especially around apostilled or consular-attested documents for foreign entities.

This guide provides a clear breakdown of each step, enabling overseas companies to plan their India entry with accuracy and preparedness.

1. Name Reservation for the Indian Subsidiary

The incorporation journey begins with securing the proposed company name through the Ministry of Corporate Affairs (MCA). To validate the foreign entity and its authorised signatory, certain documents must be submitted in authenticated form.

Documents Required

• Board Resolution of the Foreign Company (FC) approving incorporation in India and authorising a representative.

• Certificate of Incorporation of the FC.

• Charter documents (Memorandum and Articles) of the FC.

• KYC of authorised representative (passport and recent utility bill).

All foreign-origin documents must be apostilled.

Where the country of origin is not a signatory to the Hague Apostille Convention, documents must be notarised locally and then attested by the Indian Embassy or Consulate General of India in that country.

2. Filing the Incorporation Application

After name approval, the incorporation application is filed using the SPICe+ system. This stage ensures identity verification of directors, validation of the registered office, and confirmation that the Foreign Company has properly authorised the investment.

Documents Required

• KYC of Resident Director: PAN, Aadhaar, and bank statement not older than two months.

• KYC of Nominee, apostilled if a foreign national.

• KYC of Foreign Directors, apostilled.

• Declaration from foreign shareholders not having PAN, apostilled.

• Registered Office proof (utility bill, rent agreement/ownership proof, and NOC).

• Board Resolution of the Foreign Company approving subscription to shares, apostilled.

• INC-9 declarations for all directors and shareholders – apostilled where the signatory is a foreign national.

• Last pages of the MOA and AOA containing subscriber and witness signatures – apostilled.

• Digital Signatures (DSCs) for directors and shareholders.

• Email IDs and mobile numbers of proposed directors and shareholders.

For all documents originating from a non-Hague Convention country, the alternative requirement applies:

local notarisation + attestation from the Indian Embassy/Consulate.

After approval, the company receives its Certificate of Incorporation (COI), PAN, TAN, and other statutory identifiers.

3. Post-Incorporation: Commencement of Business

Once the company is incorporated, it must complete statutory post-incorporation formalities before starting operations.

Key Requirements

• Wire transfer of subscription money from the Foreign Company to the Indian subsidiary’s bank account.

• Sectoral regulatory approvals, if operating in a sector with restricted foreign investment.

• Filing of Form INC-20A, confirming receipt of subscription capital.

This step ensures that the company is legally permitted to commence business in India.

4. FEMA Compliance and RBI Reporting

Any foreign investment into India must comply with the Foreign Exchange Management Act (FEMA). Reporting to the Reserve Bank of India (RBI) is mandatory to record the foreign equity infusion.

Documents Required

• Foreign Inward Remittance Certificate (FIRC) from the Indian bank.

• Remitter’s KYC from the foreign bank.

• KYC confirmation from the Indian bank receiving funds.

• Certificate from a Practising Company Secretary, confirming compliance with the FDI framework.

• Declarations from the authorised representative of the Indian subsidiary.

• Filing of Form FC-GPR, reporting share allotment to the Foreign Company.

Timely FEMA reporting is essential to avoid penalties or compounding under RBI regulations.

Why Foreign Companies Choose India for Setting Up Their Subsidiary or GCC

Foreign corporations continue to select India due to:

• Access to a vast, skilled talent pool.

• A stable and increasingly digitalised regulatory ecosystem.

• Liberal FDI rules permitting 100% foreign ownership in most sectors.

• Operational and cost efficiency for technology, finance, R&D, and shared service functions.

India’s ecosystem supports both early-stage and large multinational expansions.

Final Thoughts

Incorporating a subsidiary or GCC in India involves structured steps and well-defined documentation standards. Understanding apostille requirements, consular attestations, SPICe+ filings, commencement procedures, and RBI reporting helps foreign companies navigate the process with clarity and avoid delays.