How to Register a US Subsidiary in India: The 2026 Guide

Are you a US founder looking to build a team in India? You are not alone.

From tech startups in Bay Area to manufacturing firms in Texas, US companies are rushing to set up in India. The talent is great, and the cost efficiency is undeniable.

But here is the problem. Most online guides are confusing. They talk about “forms” and “filings” but miss the big picture. They don’t tell you how to move money legally or how to handle US documents.

I am a Chartered Accountant who helps US companies enter India. I wrote this guide to make the process simple, clear, and safe for you.

Let’s get your Indian subsidiary started.

Step 1: Choose the Right Structure (It’s Usually a Pvt Ltd)

First, you need a legal entity. For 99% of US companies, the best choice is a Private Limited Company (Pvt Ltd).

Why?

• It is a separate legal person. If the Indian company gets sued, your US parent company is safe.

• It allows 100% Foreign Ownership. You don’t need a local Indian partner to own shares.

• It is easy to fund. You can send money from the US easily.

The “Two-Person” Rule

A Private Limited company needs two shareholders.

1. Shareholder 1: Your US Company (Holds 99.9% of shares).

2. Shareholder 2: A Nominee (Holds 0.1% of shares).

Since a US company is an “artificial” person, it cannot hold shares alone. You need a second person. This is usually the Founder or a Director of the US company acting as a “nominee.”

Step 2: The Paperwork (The Tricky Part)

This is where most people get stuck. You cannot just email PDF documents to India. The Indian government needs proof that your US company is real.

You must “legalize” your documents. Since both the USA and India are part of the Hague Convention, you need an Apostille.

Your Checklist:

1. Board Resolution: A document stating the US company wants to open an Indian subsidiary.

2. Certificate of Incorporation: Your US company’s birth certificate.

3. Proof of Address: A utility bill or bank statement for the US office.

The Process:

1. Get these documents notarized by a Public Notary in the US.

2. Send them to the Secretary of State (in your state) for an Apostille stamp.

3. Send the scanned copies over email.

Pro Tip: Do this immediately. The registration in India is fast, but getting an Apostille in the US can take 2-3 weeks.

Step 3: Registering Online (The Easy Part)

Once the documents arrive in India, the rest is digital. We use a unified form called SPICe+.

Here is what happens:

1. Get Digital Signatures (DSC): The directors need a special digital USB token to sign forms. You don’t need to fly to India for this. We can do it via email and video verification.

2. Reserve Your Name: You want your brand name (e.g., “Acme Inc India”). If your US company owns the trademark, you get preference.

3. File the Incorporation Form: We submit your legal documents (MOA and AOA) to the Registrar of Companies (ROC).

Timeline: Once we file, the government usually approves it in 5 to 10 working days.

Step 4: Banking and Money (FEMA Compliance)

Congratulations! You have your Certificate of Incorporation. But you are not done. You need to put money into the company.

This involves the Reserve Bank of India (RBI).

1. Open a Bank Account: You will need to complete “KYC” (Know Your Customer) for the foreign directors.

2. Send the Capital: Transfer the subscription money from your US business bank account to your new Indian bank account.

3. Get the FIRC: Ask your Indian bank for a “Foreign Inward Remittance Certificate.” This is your proof of payment.

4. File Form FC-GPR: Important! You must tell the RBI about this money within 30 days. If you miss this deadline, the penalties are heavy.

Step 5: Taxes and Transfer Pricing

How do you pay tax?

• Corporate Tax: New Indian companies pay a concessional tax rate (approx. 25%).

• GST (Goods and Services Tax): This is like sales tax. If you are only exporting services back to the US parent, you generally do not pay GST. It is “zero-rated.”

• Transfer Pricing: This sounds scary, but it is simple. If your Indian team works only for your US company, you must pay them a fair market price. You cannot underpay the Indian entity to shift profits to the US. We help you calculate this “Arm’s Length Price.”

Summary Timeline