A subsidiary company is a company in which more than 50% of the stock is held by a company known as the parent company or the holding company. Parent company substantially holds the controlling interest in the subsidiary company. Partial or complete control can be exercised by the parent company over the subsidiary company. The subsidiary company controlled completely by the holding company is called the wholly owned subsidiary company. In cases a foreign subsidiary is held by the principal company, the subsidiary must follow the laws of the country where it is incorporated and operates, and the parent company carries the foreign subsidiary's financials on its consolidated financial statements.
Documents required for registering a Subsidiary Company
Following documents are required for registering a subsidiary company-
- Proof of address
- Electricity bill or rent agreement and latest electricity bill in case of rented accommodation.
- Indian National
- PAN Card (mandatory)
- Address proof
- Photo ID Proof
- Foreign National
- Passport (mandatory)
- Address Proof (Document must be certified by the Indian Consulate)
- Photo ID Proof (Document must be certified by Indian Consulate)
Minimum Requirements to Register Subsidiary Company
- Two directors
- Two shareholders
Procedure of obtaining registration for subsidiary company is as follows-
To initialize the procedure of subsidiary company registration, any of the two directors are required to apply for DSC (Digital Signature Certificate)
Then all the directors must apply for DIN (Director's Identification No.)
Through form INC-1 applicant shall apply for the name approval of the proposed subsidiary company.
Once a name approval is obtained from ROC (Registrar of Companies), an applicant is required to file the following forms
- Form INC-7- Containing the Application for Incorporation of subsidiary Company of any private limited company or public company etc except one person company.
- Form DIR-12- Containing the particulars of appointment of directors and the key managerial personnel and the changes among them.
- Form INC-22- Containing the notice of change of situation or change of address of the registered company along with the Memorandum and Articles of Association of the Company.
Once the incorporation documents are filed, the applicant is required to make an online payment ROC fees and Stamp duty. The fees paid shall be based on the authorized capital of the company.
After receiving the fees and stamp duty, ROC verifies the filed documents. Form INC-22 and DIR-12 are approved through the Straight-Through-Process (STP) and the ROC Form INC-7 is verified in detail. The ROC may suggest some changes in the form or attachment submitted.
Once the changes have been affected and the ROC is satisfied, Certificate of Incorporation is sent to the applicant through email.