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100% Wholly Owned Subsidiary Company in India

Dear Sir,

As discussed with you  PFA Quotation for Company Incorporation for a Private Limited Company Incorporation for Share Capital of Rs. 1,00,000/-


Identity Proof 

  • PAN Card Self Attested All Directors Must


Address Proof

Any of the below documents will be required for All Directors

  • Driving License
  • Voter ID
  • Passport
  • Bank Pass Book
  • Ration Card
  • Landline Bill
  • Credit Card Statement



  • Hard  copy of All Directors

After Company name approval below documents will be required as Company address proof.

  1. Electricity Bill and NOC for doing business (If own premise).
  2. Rent Agreement + NOC + Electricity Bill (if rented).


India is a land of many opportunities, especially business opportunities. Incorporating a Company in India is one of the modes of operating business, which is advisable.


In India, Company, as a part of organization, needs registration under Indian Companies Act, 1956 (the Act). A Company can be registered as a Private Limited Company or Public Limited Company.


Private Company is a closely held Company and can frame its own rules and bye laws. Public Company is a Company, where public is interested and is heavily regulated in India. Further, if investment in a Company is being made by a Foreign National, then compliance with regulations prescribed by Reserve Bank of India (Bank) is necessary. Bank approves or allows a business to be done by a foreign national, according to a policy framed from time to time by Government of India.


For the foreign companies, who want to do business in India, 100% owned subsidiary private company in India is a best form of organization.


Step by step process for incorporation of a Private Company is detailed as follows:-


The total process is divided in two parts:


Part 1 – Incorporation of a Private Company

Part 2 – Compliance with RBI guidelines at the time of investment in a Company

Part 1 – Incorporation of a Private Company

i. Basic requirements:

a. Minimum two shareholders and maximum shareholders allowed are 50

b. minimum two directors

c. minimum capital required Rs. 1,00,000/-

d. registration of Company’s own bye laws.


ii. Process involved:


a. Application of unique Director Identification Number (DIN) need to be made to Ministry of Corporate Affairs online for proposed Directors of the Company.


Minimum two Directors are required; therefore those individuals who will be directors of the Company will need to have Director’s Identification Numbers. Documents required are as follows:

Steps involved in the Formation of a Company having Foreign Promoters or Directors:



of Director



Documents required


Further Requirement

Indian National





Identity Proof











Address Proof






  1. Copy of Proof of Identity
  2. Copy of Proof of Residence


PAN card,

Driving License,

Passport copy ,

Election card ,

Electricity Bill,

Nationalized bank pass book






As Above except PAN

Utility Bill latest i.e.

Telephone or




Two  Self attested photograph







1.Any one of the documents is sufficient


2. Clear Photocopies are necessary



3. Document must be certified as true

copy by a Practicing C.A.


4. Document in all details must match with the address proof provided, e.g. If the

name of individual is spelt as “Omkar”

then on address proof, it must spell assuch, “Onkar” is not allowed.


5. All documents must be valid i.e. not lapsed.



Identity Proof





Address Proof









1.Passport is mandatory

2. Any other Government licence or Registration  containing Photo, Name in full, Date of Birth


1. Passport

2. Voters ID Card

3. Bank Passbook/latest Statement Copy

4. Utility Bill latest like Telephone or Electricity

5. Driving License



Two  photograph


1.Clear Photocopies are necessary.


2. Document need to be certified as true

copy by Indian Consulate in country of holding company or must be appostiled.


3.Document can be sent to us by mail for

expediting the matter followed by international courier.


4. If documents are not in English then the

it’s certified translation is necessary.


5. Photocopies of documents along with its translations both will required to be

certified further by Indian consulate or

appostiled as per Para 2.


6. All documents must be valid i.e. not



7. Document in all details must match with the Address Proof provided, e.g. If the name of individual is spelt as “Omkar”

then on address proof, it must spell as

such, “Onkar” is not allowed.


Name  Availability

  1. Name and other particulars of the Promoters and proposed Directors;
  2. Name of Proposed Company.


  1. Brief Objects of the proposed Company.



  1. Authorized Capital of Proposed Company.


  1. Directorship of Directors in any other Company.



( Name of Proposed  Indian entity contain foreign name of the Promoter company so there would be require one NOC by the way of BR from the promoter company for using the name of Foreign Entity  and that document shall be require to notarized and consularised /Appostilled as per the Hague Convention.





Drafting of Memorandum and Articles of Association

  1. 1. Draft Main object, if any proposed by promoters. Incase of Foreign National, subscribers table of MOA of proposed company should be duly notarized and consularised /Appostilled as per the Hague Convention.





Stamping of Power of Attorney

(In case of Foreign National Only)

Notarized and Consulate copy of POA.




Preparation of Incorporation documents and E-Forms

None, Consent Letter, in case of Public Limited Company and POA

Note: - Board Resolution of Foreign Entity for subscribing the shares of proposed Indian Company. Board resolution shall be notarized and consularised /Appostilled as per the Hague Convention.





Signatures of Subscribers and Directors




On-line filing of e-forms and other registration documents, such as Power of attorney, consent letters.


Same day



Incorporation of Company






Receipt of Certificate of Incorporation by Post. (By Speed Post/online )


 2-3 .


Apart from the above requirements, One Declaration prescribed by the Ministry ofCorporate Affairs is also required signed from the Directors.


b. One of the Directors must obtain Class II digital signature. Documents requirements are same as requirements for DIN. Only one Director needs to have DIN.


c. Application needs to be made for availability of name for the Proposed Company online to the Ministry of Corporate Affairs. If allowed by Ministry, within 60 days from the date of approval of name, a Company must be incorporated. This process is critical. Client must first inform us, name proposed for a Company. We will check from the public records of the Ministry of Corporate Affairs, whether the said name is available for the proposed Company. If the name is available, we can proceed ahead with the process of incorporation. Board resolution of the holding Company will be necessary. We will prepare a Draft and send the same for perusal and signature.



d. Once name is approved, memorandum and articles of association needs to be drafted. Memorandum of Association is broad guidelines, within the limits a Company must act. It can be changed from to time by obtaining shareholders approval. It contains, name of the Company, State in India where a Company will have its Registered office (It does not act as bar on the Company to operate in entire world), Object or Objects of a Company and Maximum Share Capital a Company can raise. Articles of Association govern the processes of meetings, Directors and Shareholders relations among themselves and with the Company, restrictions on Transfers, Limits on the powers of Board, things where shareholders approval is necessary, etc.


Holding Company in Foreign Country must pass a Board resolution for incorporation of Subsidiary in India. Memorandum and articles of association will require subscription by at least two of the shareholders. In this particular case it will be as follows:

Following is the example assuming Company will be incorporated with the Rs. 1, 00,000/-Capital of Rs. 10/- each, hence totaling 10,000 equity shares.



Number of shares

Subscription Style


Holding Company

(Through authorized


authorized by Board

resolution of the

Holding Company)

9,999 of Rs. 10 each

amounting total to

Rs. 99,990/-


representative must

write Company’s

name, Company’s

Address, Company’s

occupation as

business in his own

handwriting in


Signature is

necessary and in

subscription of


number of shares to

be subscribed must

be written in figure as well as in words.

Witnessing needs to

be done at the

Indian Consulate or


Any other person

1 share of Rs. 10/-

on behalf of holding


Indian person must

write his details as to

name, father’s name,

address and

occupation in his

own handwriting in


Signature is

necessary and in

subscription of


number of shares to

be subscribed must

be written in figure

as well as in words.

Witnessing needs to

be done at the

Indian Consulate or







One person will hold one share only in trust for the holding Company. Holding company will disclose its beneficial interest in that one share to the subsidiary company once incorporation is complete. Subsidiary company will file one form with registrar of companies disclosing beneficial interest of holding company in such one share.



e. After drafting memorandum and articles of association, filling of forms to Ministry of Corporate Affairs is necessary. Once forms are filed fees and stamp duty needs to be paid to the Ministry of Corporate Affairs online. Fees and stamp duty, depends on the share capital of the Company.


f. Satisfy to the questions of the Ministry of the Corporate Affairs on the forms filed and memorandum and articles of association. Upon satisfaction of the Ministry, Ministry issues a certificate of registration of the Company online. Certificate is a conclusive proof that the Company is incorporated.


g. Upon incorporation of a Company immediately, start a process of obtaining other registrations like local licenses, Income tax registrations, other required registration depending on the business of the Company.


h. Open a bank Account in the name of the Company.

Part 2 – Compliance with RBI guidelines at the time of investment in a Private Company


a. Once bank account is opened, first shareholders must bring the amount of investment in the Company’s bank Account through the proper banking channel.


b. The Company will obtain Foreign Inward remittance certificate from the bank. A copy of foreign inward remittance certificate needs to be filed with the Reserve Bank of India.


c. Once the foreign inward remittance certificate is obtained, a Certificate from the Chartered Account needs to be obtained for valuation under Discounted Cash Flow method   based on future five years cash flows.


d. Convey board meeting, pass the resolution for allotment of shares. Issue Share certificates  to the investors. Make entries in the required registers.


e. Obtain a certificate from a Company Secretary in Practice, that all the requirements as to Allotment of shares is done.


f. File form FC-GPR to the Reserve Bank of India.

The above process is for a company, who operates in sectors where FDI is permitted without any  Approval. For companies operating in sector where FDI is not permitted procedure is different

*Package Includes:-

Particulars              Simple     Basic




DIN   No                                         





E-Stamp Papers                                           √











E-Token Pass for DSC                





Name Approval                           












PAN CARD                                        





 TAN NO.                                         




MOA  & AOA                                  



Common Seal                                ?               ?



Continued next page…








Particulars              Simple     Basic









Rubber Stamps                              





Photo Frame                                  ?               ?





Free ITR of  Director                  ?               ?





DSC Reg. With ROC                      √                √



DSC Reg. With Income Tax      ?               ?






Cost                                            45,000               50,000








*Note: Simple Package is for customers having DIN No. and DSC.










*Extra DIN No> 2-4 Directors 





*Extra DSC   each





Name change/ Object changes





Address Change





Additionl of Director                  





Removal of Director            







  1. Approx. Duration for Company Incorporation = 20 Working Days, (Excluding Sat, Sun. or govt. Holidays).


  1. *Fees to be paid upto 60 % in Cheques in favour of “BM CompTax Consultants Pvt. Ltd. “payable at New Delhi.


  1. **Balance payment Just after Name Approval of the Company ( 40 % ) for Final Uploading.
  1. Fees are Non-Refundable as we pay all payments in ministry and other things.


  1. All Communication should be done on email ID, only for better Communication and transparency.


  1. Stamps duty Vary from State to State is Payable if exceeds Rs. 500/-


  1. *All Payment Should Come After Name Approval of The Company.


  1. Service Tax Extra @ 12.36%.


  1. Any change in law extra compliances has to be followed due to site problem or fees change contract value will be changed.


10.  Provide us At least 2 Proposed Names with Reason.


11.  Check in Google, MCA Portal, and Trade Mark site before selecting your Names.


12.  Rent Agreement and NOC is to be provided immediately after Approval of Names from MCA be Clients itself.

Best Regards,

Amit Kumar Pandey

(Managing Director)

*Package Costing Separately:-


Registration Fee

Per Return Fee




  1. Sales Tax TIN No.                                               





  1. Service Tax





  1. ISO Certification                           





  1.  Trade Mark Application





  1. MSME (SSI)                           





  1. NSIC                            





  1. DRUG LICENSE                      





  1. Excise  Registration                           





  1. PF & ESI REG                           



REQUIREMENTS OF A  COMPANY                                                              



  1. PAN Card and Income Tax Return


  1. Auditing & RoC  -P&L and Balance Sheet and auditing as per I.Tax Act & Annual filing of RoC.


  1. TDS Registration, Monthly deposit, TDS Returns Quarterly, Assessment and   other        correspondence with the department, Issue of TDS certificates.


  1. Sales Tax Registration under VAT and CST, Tax deposit, Quarterly Returns, Assessment and other correspondence with the department.


  1. Service Tax Registration, Tax deposit Monthly, Half Yearly Returns,    Assessment and   other correspondence with the department.


  1. Excise Registration, Tax deposit, Returns, Assessment and other correspondence with the department.


  1. Import Export Code No, Amendment and other correspondence with the            department.


  1. Books of Account - Supervision or Maintenance - Computersed with Voucher system, Ledger, Accounts, Trial Balance, Provisional B/S and Bank Reconciliation Statement monthly


  1. MoU, Affidavit, Deed, Settlement, Franchising, Power of Attorney, Company Forms and Documents, Bonds, Loan Documents, Notices, Bank Guarantee, Advertisements and any other agreement- on demand.


10      Registration under PF, ESI., SSI., ISO.-9002, ISI., SEBI, Factories Act, Gratuity Act,   Pollution, Water, Electricity, Society, Trust, Entertainment

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  • As part of updating its registry, MCA would be conducting KYC of all Directors of all companies annually through a new eform viz. DIR-3 KYC to be notified and deployed shortly. Accordingly, every Director who has been allotted DIN on or before 31st March, 2018 and whose DIN is in ‘Approved’ status, would be mandatorily required to file form DIR-3 KYC on or before 31st August,2018. While filing the form,the Unique Personal Mobile Number and Person

  • Forms MGT-7, AOC-4 and Additional Attachment are likely to be revised on MCA21 Company Forms Download page w.e.f 14th JULY 2018. Stakeholders are advised to check the latest version before filing.

  • DIR-3 KYC will be available on MCA21 Company Forms Download page w.e.f 14th July 2018 for filing purposes. Stakeholders are advised to plan accordingly.

  • MCA21 system will be intermittently unavailable from Saturday, 23rd June 2018 09.00 pm to Saturday, 23rd June 2018 11.00 pm IST due to maintenance activity. Stakeholders are requested to plan accordingly.

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