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(INDIAN SUBSIDIARY REGISTRATION + PROJECT OFFICE) Registration - An Overview
INDIAN SUBSIDIARY REGISTRATION
Registration of a Subsidiary Company
1. Application in the prescribed form:
SPICe+ Form, which is an integrated form for the reservation of name and other services, is to be filled for the registration of subsidiary companies.SPICe+ form has two parts: –
Part A – Name Reservation (New Companies)
Part B:
- Incorporation of Company
- Application For DIN
- PAN and TAN Application
- EPFO and ESIC Registration
- GSTIN Application
- Bank Account Opening
- Professional Tax Registration(Applica le to Companies in Maharashtra)
2. Document upload:
The following are the documents that will be required for the filing of the application. The
documents are the same as required for the incorporation of the company:
a. Company Related
– Memorandum of Association and Articles of Association
– Proof of Address of registered place of Business that is if the rented property, then rent
agreement and if the owned property then copy of ownership documents
– Copy of Utility Bills
– Copy of resolution passed by the promoter company – Capital Layout of company – Copy of
certificate of incorporation in case of foreign corporate
b. Directors an Shareholders Related
– Digital Signature Certificate (DSC) and Director Identification Number (DIN) for the directors and designated shareholders
– Proof of identity and address for Directors and Shareholders
– Photographs of Directors and Shareholders
– The interest of first directors in other entities.
– Declaration by Directors and Shareholders
3. Authentication and Payment
When uploading documents, the applicant must first download the form in PDF format, authenticate it by attaching a DSC, and then upload it along with all other required forms and declarations. After all of these processes are completed, the Registrar of Companies (RoC) will examine the paperwork and issue the Certificate of Incorporation.
PROCEDURE FOR REGISTERING AN INDIAN SUBSIDIARY COMPANY AT TGA INDIA LLP SERVICES
- When we receive a request at TGA India LLP Services, a business adviser contacts you, listens to your needs, and recommends the best type of organization for your company.
- A dedicated relationship manager is assigned to the company, and the relationship manager will gather all required documentation. These documents will be uploaded on government portals
at the same time. - The following documents must be supplied in order to form a Private Limited Company in India. Minimum of two directors, supporting papers (one needs to be an Indian director who is also an Indian resident). The company’s name should be suitable.
- TGA India LLP Services will assist the applicant in obtaining a Director Identification Number (DIN) and a DSC from the Ministry of Corporate Affairs.
- After obtaining name approval, the incorporation process must be completed by drafting and filing the Memorandum of Association within 60 days.
- A private limited business must have at least two shareholders. As a result, a Board decision for the incorporation of the company in India and the subscription of shares in the proposed company must be passed by the holding company in a foreign nation.
- The Foreign Firm can own about 99.99 percent of the entire shares of the Indian Company, whereas an Indian in trust with the foreign company can control 0.01 percent of the company’s issued shares.
- Following the incorporation of the firm, it is important to register bank accounts and secure the relevant licenses. Simultaneously, filings with the RBI are required to disclose India & foreign investment via the automated route.
PROJECT OFFICE
REQUIREMENT FOR PROJECT OFFICE REGISTRATION IN INDIA
Formal Contact Of The Project
It is vital for a foreign company to have a secure project in India and to get into a written and legal agreement that will aid in the project’ s financial statement.
Clearance Of Project
Ascertain if the project has received approval from the proper and recognised authorities.
Foreign Funding
Ensure that the project is funded through inward remittances from the foreign country; otherwise, the project will need to be sponsored by an International Financing Agency.
Indian Funding
When there is no foreign finance, the Indian entity is responsible for obtaining a term loan from a Public Financial Institution or a bank in India.
Documents Required for PROJECT OFFICE Registration
- Documents Submitted To The RBI
- Certificate of Incorporation
- Memorandum of Association & Article of Association attested by Indian Embassy/Notary Public in the Country of Registration.
- Current Audited Balance sheet of the applicant company.
- A resolution by the foreign company’s Board stating the intention behind establishing the project office in India.
- Documentary proof that the Project Office is financially backed by the bilateral or multilateral International Financing Agencies OR the Indian Company has obtained term loan for the Project Office by the Financing Institution or Bank in India.
- Banker’s report submitted by the company’s banker stating the company’s relationship with the bank.
- A letter of authority issued by the parent company in regard to the local representative
- Complete details of activities conducted in the project office in India
- Residence Proof of the authorized personnel
- Copy of passport of the authorized personnel
- A letter saying that the company will open a bank account in India
Documents Submitted To The ROC
- Permission from RBI to set up a project office in India
- MOA and AOA of the Foreign Company
- Notarized copy of COI
- A notarized copy of a power of attorney mentioning the name of the person residing in India and making him responsible for accepting any notice or document on behalf of the company
- A complete details of Directors of the Company
- Complete KYC of the shareholders holding more than 10% of Equity in the Applicant Company
PROJECT OFFICE REGISTRATION PROCEDURE
Legalisation Of Documents
It is important to file all of the foreign company’s documentation with the RBI. A certificate of incorporation, the foreign company’s MOA and AOA, and board decisions are among the documents on the list. Additionally, ensure that any documents signed by the authorised signatory of the foreign entity are legalised by the Indian Embassy or apostilled in accordance with the Hague Convention.
Filing Of Application With RBI Through AD Bank
A foreign company’s parent office application is filed with FNC. The application is submitted through AD Bank to the Reserve Bank of India (Authorised Dealer). The AD bank plays a crucial function because it is through them that all contact with the RBI is routed.
Verification Of KYC From The Banker Of Parent Company
A request for document review is addressed to the banker of the foreign company. Swift-based verification refers to the procedure of making a request for verification. The application is preceded for approval purposes once the foreign banker has confirmed the materials. The RBI/AD may also request other documentation, depending on the circumstances.
Approval Of RBI For Project Office Registration In India
After the business is formed, the next stage is to open a bank account for it, where foreign direct investment shall be made within 180 days of the company’s formation, with advance notice to the banker.
Registration Of Project Office Of Foreign Company With The ROC
Within 30 days of receiving RBI clearance for the creation of the Project Office in India, an application for project office registration of the foreign firm is filed. If there is an Indian director, a DIN is necessary, as is the authorised signatory’s digital signature for e-filing statutory papers with the ROC.
PAN Card, Tax Deduction Number, And Bank Account Opening
PAN numbers are issued by India’s income tax agency and are unique 10 digit numbers. The branch office can open a bank account once it has received its PAN number. To comply with all TDS regulations, every taxpayer must get a Tax Deduction Account Number.
Other Registration And Licenses
Once the Project Office is decommissioned, several compliance actions are carried out based on the business genre and state specific legislation that apply to all companies engaged in commercial activities. The Goods and Services Tax (GST), the Professional Tax Act, the Provident Funds Act, and the Employee State Insurance Act are just a few examples (ESIC).