How To Setup

A Wholly Owned Subsidiary In

India
 Structures for setting up WOS
Structure I - Using Structure II – Direct Structure III – Transfer of
NRO Account foreign investment India co.

Foreign Foreign Foreign

Shareholders Shareholders Shareholders
2
Offshore
India NRO Indian
Account Shareholders

Indian 1 Indian
Indian
company company
company

Structure I - Using Structure II – Direct Structure III – Transfer of

NRO Account foreign investment India co.

Foreign shareholders
Foreign shareholders Company to be incorporated
to subscribe to MOA
to subscribe to MOA with Indian shareholders
Steps of Indian company
of the Indian Transfer of shares to foreign
using money from
company shareholders
NRO account

Min 2 directors - at Min 2 directors - at Min 2 directors - at least 1

Directors
least 1 Indian director least 1 Indian director Indian director

Min 2 shareholders - Min 2 shareholders -

Foreign shareholders Foreign shareholders
Shareholders to use money in NRO to use foreign money Min 2 Indian shareholders
account for initial for initial capital
capital investment investment

• Indian director to step

Additional steps
down and foreign director
to be appointed
None None
• Indian shareholders to
transfer their shares to
foreign shareholders
 Key considerations for structures
Structure I - Using Structure II - Direct Structure III -Transfer
Particulars
NRO Account foreign investment of domestic co.
Repatriation • Income on shares Freely repatriable Freely repatriable
in Indian company
can be remitted
only to NRO
account
• Repatriation from
NRO account
restricted to USD
1mn per year
Requirement • KYC documents of • KYC documents • KYC documents of
of apostilled foreign director and of foreign director foreign director need
documents foreign shareholder and foreign to be apostilled and
need to be shareholder need notarised
apostilled and to be apostilled
notarised and notarised
• MOA and AOA • MOA and AOA
need to be need to be
apostilled and apostilled and
notarised notarised
RBI filings Not applicable Form FC-GPR to be • Form FC-TRS to be
on filed on incorporation filed on transfer of
investment shares to foreign
shareholders
• Form FC-GPR to be
filed for additional
investment by foreign
shareholders
Valuation Not required Not required Required for transfer of
report shares
Approx. 3 weeks (Not 3 weeks (Not 3 weeks + 2 weeks for
timelines considering additional considering transfer
time for obtaining additional time for (Not considering
apostilled and obtaining apostilled additional time for
notarized documents) and notarized obtaining apostilled and
documents) notarized documents)
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