PROCESS FOR FORMATION OF WHOLLY OWNED SUBSIDIARY (WOS) COMPANY

Incorporation of wholly-owned Subsidiary (WOS) Company of a Company Incorporated outside India.

While the incorporation of WOS Company many questions come into the mind like:

  1. What is wholly-owned subsidiary Company?
  2. What are the documents required for the incorporation of WOS?
  3. What is the provision in respect to Apostille/ Notary (Public)/ Consularization of documents?
  4. Requirements of ID Proof/ Address Proof?
  5. Whether there is any requirement for the presence of Authorised Representative at the time of signing of documents?
  6. How to incorporate a wholly-owned Subsidiary Company of Foreign Company in India?

Many more questions came into mind while the incorporation of wholly-owned subsidiary companies in India. Here in this Article author shall try to clarify all the queries.

WHAT IS WHOLLY OWNED SUBSIDIARY (WOS) COMPANY?

Acompany in which 100% shareholding is of another company i.e; Holding/Parent Company is known as a wholly-owned subsidiary (WOS) company.

PROCEDURE FOR INCORPORATION OF WOS COMPANY IN INDIA

STEP-1 APPLY FOR THE NAME APPROVAL OF THE COMPANY:

Select a name and check availability of a name for Incorporation of Company on http://www.mca.gov.in by using web service for reserving a name for a new company for approval to the Registrar of Companies (ROC) via SPICe+.

Users having two options, he/she may either choose to submit:

  1. SPICe+ Part-A for reserving a name first; and thereafter
  2. SPICe+ Part B for incorporation & other services,

OR

  1. SPICe+ Part A and B together for name approval and incorporating a new company.

Before applying for the name approval, Foreign Company has the options to choose the name of the proposed WOS Company based on the following:

  1. For the incorporation of WOS, Foreign Company can use Coin word of its name and take advantage of its goodwill in a foreign country.
  2. Foreign companies may choose to prefix or suffix the word “India” in its name for the application of name approval of the proposed company in India.
  3. May choose any other name, as decided by the foreign Company.
  4. In case Foreign Company has a Trademark, then it can also be used such a trademark for the Incorporation of WOS Company in India.

DOCUMENTS REQUIRED FOR NAME APPROVAL:

     NOC in the form of Resolution from the Foreign Company to use the same name by prefix or suffix word “India”. It should be apostilled.

     Apostle copy of Charter documents of the Foreign Company (translated in the English Language).

     In case of use of trademark- Apostille copy of such trademark registration documents.

     The main Object clause of the proposed Company shall also be attached while applying for the name approval.

Please note:

With effect from. 23rd February 2020, RUN services on the MCA portal will be applicable only for “Change of name” of an existing Company.

v DSC & DIN is not required, in case submit SPICe+ PART-A for name approval. Only account on the MCA portal is required

v Only one chance is allowed for resubmission of application.

v ROC Fees shall be Rs.1000/-

v Name shall be reserved for 20 days only after the date of allotment of the name for the proposed Company, it means Company should incorporate within 20 days.

STEP-2 INCORPORATION OF WHOLLY OWNED SUBSIDIARY COMPANY IN INDIA

An application for registration of a company shall be filed, with the Registrar in Form SPICe+ (INC-32)-PART-B along with the fee as provided under the Companies (Registration offices and fees) Rules, 2014;

DETAILS REQUIRED FOR INCORPORATION OF COMPANY:

     Details of each Director/ subscribers/Authorised Peron of Holding Company, if any (not holding DIN):

  • Full Name :
  • Father’s name :
  • Date of Birth :
  • Place of  birth:
  • Phone/ Mobile No. :
  • E-mail ID :
  • PAN (Mandatory in case of Indian Citizen) :
  • Passport No. :
  • Nationality :
  • Occupation type :
  • Area of Occupation :
  • Educational Qualification :
  • Full Permanent address :
  • present address :
  • Duration of stay at the present address :
  • Details of the companies in which he/she already a director/promoter :
  • No. of shares to be subscribed to by each of subscriber:
  • Photographs of subscribers :

     Details of each Director/Subscribers (holding DIN)

  • DIN
  • Phone/ Mobile No. :
  • Occupation :
  • E-mail ID

 Digital Signature Certificate (DSC)

: Obtain Digital Signature Certificate (DSC) for proposed directors/Designated Partner of the proposed. DSC is required for all Directors or authorized representatives of any company and professional for signing e-forms or documents

     Directors Identification Number (DIN): Obtain Directors Identification Number (DIN)for proposed directors/Designated Partner of the proposed company.

DOCUMENTS REQUIRED FOR INCORPORATION OF WOS COMPANY:

 Memorandum of Association (MOA) and Articles of Association (AOA) shall be physically prepared. As per Rule 13(5) Company (Incorporation) Rules, 2014, Foreign Company can’t use e-MOA & AOA. Physical draft MOA and AOA shall be signed by a person resident outside India which should be duly apostilled or notarized before the notary public of country of his origin.

 Self-attested copy of Identity Proof of Subscribers, Directors and authorized person if any (Voter ID/ Passport/ Driving Licence)

 Self-attested copy of Residential Proof of Subscribers, Directors and authorized person if any (Bank statement/ Electricity Bill/ Telephone Bill/ Mobile Bill) (Not Older than two Months)

  • Self-attested copy of PAN card of all subscribers, directors and authorized person (if any)
  • PAN Undertaking, in case subscriber not having valid PAN card.
  • INC-9- Declaration by all the first directors and subscribers.
  • Declaration by all the first directors and subscribers will be generated automatically in pdf, therefore the user is no longer required to draft INC-9, w.e.f 23rd February 2020.

Except,

Where the Total number of subscribers and/or directors is greater than 20 and/or any such subscribers and/or directors has neither DIN nor PAN.

  1.  NOC from the registered owner of the property, for using the registered office address for the Proposed Company.
  2.  Proof of Registered Office Address (Utility Bill, Rent Agreement, Lease deed, etc
  3.  DIR-2_Consent to act as a Director of Company.
  4.  Certified copy of the certificate of incorporation of Holding Company, if any
  5.  Chartered documents and Address proof of Holding Company, if any

Please note:

  • We require at least one Digital Signature Certificate of proposed director at the time of incorporation of the Company
  • If any document including ID and Address proof is signed outside India it should be notarized & apostilled/consul raised as the case may be.
  • Copy of Business visa and passport including arrival stamp in India, if any person who will sign the documents in India, If any.

Once all the above-mentioned documents available, the Applicant by using web service can file SPICe+ (INC-32) PART-B, for the incorporation of WOS Company.

STEP: 3 Once the SPICe+ is filled with all the relevant details which are required, the same form have to be converted into pdf format, by a click of the mouse button, for affixing DSCs.

STEP: 4 All the proposed Companies incorporated through SPICe+ w.e.f. 23rd February 2020, would mandatory requirements to apply for opening the Companies Bank Account, through the linked web form AGILE PRO.

STEP: 5 The Registrar based on documents and information filed shall register all the documents and information and issue a certificate of incorporation (COI).

Please note:

Only for the companies’ incorporation in the state of Maharashtra:

All the new companies incorporated through SPICe+, mandatory required to the registration itself for profession Tax.

Registration for EPFO and ESIC:

Registration for EPFO and ESIC shall be mandatory for all Companies incorporated through SPICe+ and no separate EPFO & ESIC registration nos. issued by the respective agencies.