A foreign company entering India chooses between two philosophies: become Indian (incorporate a subsidiary) or remain foreign with a permitted outpost (branch, liaison or project office under RBI's regime). The choice drives tax rates, liability, hiring, banking and how much business you may lawfully do. For most operating ambitions the subsidiary wins decisively — but each vehicle has its province. Here is the decision map and the setup mechanics.
The wholly-owned subsidiary: the default answer
- A normal Indian private limited, 100% foreign-held where the sector permits (most sectors are 100% automatic-route FDI; a shrinking negative/approval list remains — and land-border-country investors need government approval)
- Full business capacity: manufacture, trade, hire, contract, raise local debt, invoice in INR
- Tax as an Indian company: 22% (new regime) / 15% for new manufacturing — dramatically better than foreign-company rates
- Liability ring-fenced in the Indian entity; exit via share sale with treaty-planned taxation
- Needs: minimum two shareholders (parent + nominee) and two directors — one resident in India (the practical hurdle solved by hiring or professional directors)
The RBI outposts: LO, BO, PO
Liaison office: a listening post — market research, promotion, liaison; no revenue, no contracts, expenses met by inward remittance; needs the parent's profit track (3 years) and net-worth floor; RBI/AD-bank approval with UIN, renewable terms. Branch office: may trade in the parent's name within permitted activities (export/import, consultancy, services — manufacturing largely off-limits outside SEZs); parent needs 5-year track and higher net worth; taxed as a foreign company at ~35%+ effective rates on Indian profits — the number that kills most branch plans. Project office: the contract-specific vehicle — permitted for executing a secured Indian contract, living and dying with the project. All three register with ROC as foreign-company establishments (FC forms) alongside RBI's layer, and none matches a subsidiary's operational freedom.
Subsidiary profits: ~25% tax, and dividends home under treaty rates (often 5–15%). Branch profits: taxed at foreign-company rates (~35%+ surcharge landscape) though branch remittances avoid dividend tax. For any profitable operating business, the subsidiary's arithmetic — plus its liability shield — settles the debate. Branches persist mainly where regulators require them (banking) or operations are thin and temporary.
Setting up the subsidiary: process notes
- Name and incorporation via SPICe+ as usual — with foreign parent documents apostilled/consularised (the timeline driver: allow 4–8 weeks end to end)
- Resident director secured; registered office (serviced offices work initially)
- Post-incorporation FDI mechanics: share subscription remitted through banking channels, shares allotted within 60 days, FC-GPR filing on RBI's FIRMS portal within 30 days of allotment — the compliance foreigners most often miss
- Then the domestic stack: PAN/TAN, GST, IEC for trade, S&E, payroll registrations as hiring begins
- Ongoing: transfer pricing documentation for parent transactions, annual FLA return to RBI, and standard company compliance
Structuring judgment calls
Recurring decisions worth professional design: holding jurisdiction (treaty access for dividends/capital gains — Singapore/Netherlands routes remain common, GAAR-aware); capitalisation mix (equity vs parent debt under ECB rules — interest deductibility versus flexibility); IP and transfer pricing (where margins sit determines where tax lives; document from day one, not at the first audit); and people (expat secondments carry PE and payroll questions — structure before the first arrival). India rewards entrants who arrive with the paperwork architecture already drawn.
How Aidwish helps
Aidwish executes India entries end to end — vehicle selection, incorporation with apostille logistics, resident-director and office solutions, FDI/RBI filings (FC-GPR, FLA), and the operating stack — so global companies land in India operational, not entangled.