India Wholly-Owned Subsidiary (WOS)
The preferred structure for foreign companies looking to establish a permanent, fully controlled corporate legal entity in the thriving Indian market.
100% Parent Control
The entire share capital is held by the foreign parent company, ensuring full operational and strategic control without local interference.
Independent Entity
Legally separate from the parent company, which stringently limits the parent's liability solely to its share capital contribution.
Full Market Operations
Empowered to undertake any commercial, manufacturing, or service activities identical to a domestic Indian corporate entity.
Structure Overview
A Wholly-Owned Subsidiary (WOS) is structured as a domestic Private Limited Company where 100% of the shares are owned by the foreign parent company (except for 1 nominal share held by a nominee to meet the two-shareholder requirement).
Ideal For:
- Foreign Multinational Corporations (MNCs)
- Global Tech & IT Services
- Manufacturing & Direct Trading
- E-commerce Giants
Key Features:
- Minimum Shareholders: 2 (Parent entity + 1 Nominee shareholder)
- Minimum Directors: 2 (At least 1 must be a Resident Indian)
- FDI Allowance: Up to 100% allowed under Automatic Route in most sectors
Setup Requirements
- Parent Company Docs: Certificate of Incorporation, MOA, AOA, and Board Resolution (Attested/Apostilled).
- Directors: Passports and address proofs of proposed directors (Apostilled if foreign).
- Resident Director: Mandatory appointment of at least one Indian Resident Director.
- Office: Registered office address in India (Rent agreement & NOC).
WOS Incorporation Process
Typical timeline: 15 - 25 Days
Digital Signature (DSC)
Obtain DSC for all foreign & Indian designated directors.
Name Approval
Apply via SPICe+ Part A linking the parent company name.
Drafting MOA & AOA
Drafting charter documents & apostilling them in home country.
Incorporation Filing
Filing SPICe+ Part B along with parent KYC to MCA.
Certificate (COI)
Issuance of Certificate of Incorporation, PAN, and TAN.
Bank Account
Open corporate current account, adhering to strict FEMA guidelines.
FDI Reporting (FC-GPR)
Report the inward remittance from parent company to RBI.
Other Registrations
Obtain GST, MSME, IEC (Import/Export), and Shops & Est.
Wholly-Owned Subsidiary vs. Branch Office
| Feature | Wholly-Owned Subsidiary (WOS) | Foreign Branch Office |
|---|---|---|
| Legal Entity | Separate Legal Entity | Extension of Parent Company |
| Liability | Limited to Share Capital | Unlimited (Parent Company Liability) |
| Activities | Any Legal Business Operations | Strictly limited to parent's core activities |
| Tax Rate | Domestic Corporate Tax (approx. 15-25%) | Foreign Corporate Tax Rate (approx. 40%) |
Frequently Asked Questions
Is it mandatory to have an Indian shareholder?
No. The parent company can exclusively own 99.99% of shares, and 1 nominal share can be securely held by an individual nominee acting strictly on behalf of the parent company.
How are profits repatriated?
Profits can be freely repatriated back to the parent company in the form of dividends, subject to applicable Dividend Distribution Tax/TDS and standard FEMA guidelines.
Can employees from the parent company work in the WOS?
Yes, the WOS is eligible to officially sponsor Employment Visas for foreign expats and developers to reside and work securely in the Indian subsidiary.
Are foreign directors required to travel to India for setup?
No, foreign directors do not need to visit India physically. Registration processes can be completed entirely online with officially apostilled documents from their home country.