Set up an Indian subsidiary from the US or UAE

To set up a subsidiary in India from the US or the UAE, the default vehicle is a wholly owned private limited company. Foreign investment up to 100 percent is on the automatic route in sectors outside Schedule I of the NDI Rules, so nothing is approved in advance and the filings follow the money. A branch or liaison office is an approval vehicle through the AD bank on Form FNC, with tests on the parent. Infinilex incorporates the company, runs the FEMA reporting and maps the parent-side returns.

Schedule A: subsidiary, branch office and liaison office compared

Schedule A · Indian vehicles for a US or UAE parent, RBI positions as at 19 to 29 September 2026
Vehicle	Route in	Test on the parent	Windows that bind	Each year
Wholly owned subsidiary (private limited company)	Automatic route up to 100 percent outside Schedule I of the NDI Rules; inside Schedule I, the cap and entry route the Schedule sets for that sector; Government route wherever the beneficial owner is from a country sharing a land border with India	Sector and investor tests only; beneficial ownership traced	Equity instruments issued within 60 days of receipt, or refunded within 15 days after that; Form FC-GPR within 30 days of issue; valuation no older than 90 days at the investment date	FLA return by 15 July; the Companies Act calendar
Branch office	Form FNC to a designated AD Category-I bank, which approves under delegated powers where the principal business is in a 100 percent automatic-route sector; prior RBI approval in listed cases	Profit-making track record in the preceding five financial years and net worth of at least USD 100,000, or a Letter of Comfort from a parent that meets the test	UIN allotted by the RBI before the approval letter; office opened within six months; registration with the Registrar of Companies as a foreign company	Annual Activity Certificate as at 31 March, certified by an auditor
Liaison office	Same Form FNC and delegated AD bank approval; prior RBI approval in listed cases	Profit-making track record in the preceding three financial years and net worth of at least USD 50,000, or a Letter of Comfort	Same UIN and six-month window; approval generally valid for three years	Annual Activity Certificate as at 31 March, certified by an auditor

A project office follows the same Form FNC, UIN, six-month and Annual Activity Certificate mechanics. Prior RBI approval cases include an applicant from Pakistan, a principal business in defence, telecom, private security or information and broadcasting, and a non-profit. Sources: RBI Master Direction on Foreign Investment in India (updated 15 June 2026), FEMA 395/2019-RB, RBI A.P. (DIR Series) Circular No. 69 of 12 May 2016 and the RBI FAQ on liaison, branch and project offices.

The first 90 days: the sequence Infinilex runs

Ninety days is Infinilex’s project plan, not a statutory clock. The dates the law fixes sit inside the steps.

Confirm the vehicle and the route. The automatic route covers every sector outside Schedule I; a Schedule I sector takes the cap and entry route the Schedule sets, some of which need Government approval. One thing always moves a US or UAE parent to the Government route: a beneficial owner from a country sharing a land border with India, the Press Note 3 rule carried in para 3.2 of the RBI Master Direction. The logic is in automatic route vs approval route; we apply it to your cap table.
Compose the board and the shareholding. Indian company law requires a director who is resident in India, and the SPICe+ filing allots the first directors their identification numbers, so the seat is settled before filing, with the parent’s reserved matters written into the articles. If Indian-resident founders sit above the parent, the group also clears the two-layer round-tripping test.
File SPICe+ Part A and Part B with AGILE-PRO-S. Part A reserves the name; Part B incorporates the company and bundles DIN allotment, PAN, TAN, EPFO and ESIC, Profession Tax where the state requires it, the bank account and GSTIN if applied for (MCA, SPICe+ features, as at 29 September 2026).
Capitalise, price and allot. The parent remits the subscription; under FEMA 395/2019-RB the company issues the equity instruments within 60 days of receipt or refunds the money within 15 days after that. Any issue beyond the initial subscriber shares is priced at not less than a valuation certified by a chartered accountant or a SEBI-registered merchant banker, no more than 90 days old on the investment date.
Report on FIRMS: Form FC-GPR within 30 days of issue. The form is prescribed by the RBI Master Direction on Reporting under FEMA (updated 23 September 2026); the company files, the AD bank takes it to the RBI. What travels with it is step four of the FEMA FDI compliance checklist. A missed window is priced under the late submission fee and, after three years, compounding, both on FEMA, ODI and LRS compliance.
Hold the first board meeting and paper the group. The first board meeting falls within 30 days of incorporation. Services, IP and cost recharges with the US or UAE affiliate are international transactions reported in Form 48 (formerly 3CEB): see intercompany agreements and transfer pricing. Employment and customer paper sit with contracts and IP; personal data flowing to the parent with DPDP privacy compliance.
Map the parent’s own returns. A US parent owning 100 percent of the Indian company is a Category 4 filer of Form 5471, usually Category 5 too; where a foreign person holds at least 25 percent of the Delaware parent, it also files Form 5472 for its transactions with the subsidiary (IRS Instructions for Form 5471 and Form 5472, as at 29 September 2026). The rest of the Delaware calendar is in US compliance for a foreign-founded Delaware company; a UAE parent whose directors sit in India reads a UAE company run from India.
Set the annual calendar. The FLA return by 15 July, step five of the same FEMA FDI checklist; DPT-3, the AGM, DIR-3 KYC, AOC-4 and MGT-7 as dated in the India compliance calendar. A wholly owned subsidiary of a foreign parent is foreign owned and controlled, so any stake it later takes in another Indian company is downstream investment.

What Indian subsidiary setup covers

The vehicle and route memo. The India market entry decision for a Delaware or UAE parent: subsidiary, branch or liaison office, tested against Schedule A and your investor chain, with the beneficial ownership trace the AD bank asks for.
Incorporation on SPICe+. Name, constitutional documents, the first directors and the bundled registrations, sequenced so bank onboarding does not stall the allotment window.
Board composition and the resident director seat. Who fills it, what they sign, how the parent’s nominees and reserved matters are written into the articles.
Capitalisation and FEMA reporting. The valuation, the allotment inside 60 days, Form FC-GPR inside 30, and the late submission fee analysis if a prior round was missed.
The parent-side reporting map. Form 5471 and Form 5472 for a US parent, place of effective management for a UAE parent, and the intercompany paper both ends need.
The switch from an employer of record. The switch point is not a headcount number: it is the moment the team, the customer contract or the IP has to sit in an entity the parent controls, and we time the transfer so the subsidiary is capitalised and reporting first.

How an Indian subsidiary engagement is staged

Fixed-scope stages, mapped on a free 30-minute discovery call. Stage one is the memo: vehicle, route, board and the order of filings, which stands on its own if you only want the answer. Stage two is the build: SPICe+ through the Certificate of Incorporation, the bank account, capitalisation and Form FC-GPR. Stage three is the first-year set: intercompany agreements, the parent-side reporting map and the calendar. After that the FLA return and the Companies Act filings can run on the fractional general counsel retainer. The scope note shows the plan and the cost before any commitment: see how engagements work.

Who signs what on an Indian subsidiary setup

Infinilex is a consultancy, and Infinilex counsel qualified in India and the US sign those legs of the work: an advocate enrolled in India on the India leg, with Infinilex’s company secretary or chartered accountant where a statute names that professional, and a US-admitted Infinilex lawyer on the US leg; Infinilex counsel qualified for the relevant UAE regulator sign any UAE leg. Statutory signatories stay as the statute names them: the company and its directors sign the incorporation forms, Form FC-GPR and the FLA return, and the AD bank takes the FEMA filings to the RBI; a chartered accountant or a SEBI-registered merchant banker certifies the valuation; an auditor certifies a branch or liaison office’s Annual Activity Certificate. The scope note names who signs each filing before work starts.

Frequently asked questions

Should a US company open a subsidiary, a branch office or a liaison office in India?

For a team, a market or a customer contract, the wholly owned private limited subsidiary is the default: foreign investment up to 100 percent sits on the automatic route in sectors outside Schedule I of the NDI Rules, so nothing is approved in advance. A branch or liaison office is an approval vehicle: the parent applies on Form FNC to an AD Category-I bank, meets a profit track record and net worth test, and opens within six months of the approval letter.

Does an Indian subsidiary of a US or UAE company need a resident director?

Yes. Indian company law requires a director who is resident in India, and most US and UAE parents do not have one on day one. The seat is settled before incorporation, because the SPICe+ filing allots the first directors their identification numbers. On the discovery call we agree who fills it, what that person signs and how the board is composed around the parent's nominees, so the parent keeps control.

What does a Delaware parent have to file in the US once it owns an Indian subsidiary?

Two information returns, both attached to the parent's own income tax return by its due date including extensions. Form 5471: 100 percent ownership of the Indian company makes the parent a Category 4 filer, usually Category 5 too, and a missed form costs USD 10,000 per foreign corporation per year, rising after IRS notice. Form 5472 applies where a foreign person owns at least 25 percent of the parent by vote or value, covering fees, recharges and loans with the subsidiary. IRS positions as at 29 September 2026.

How long does it take to register an Indian subsidiary from Dubai?

We do not quote a processing time for SPICe+; in practice the calendar turns on how quickly the parent's documents, the director identity checks and the bank's onboarding come through. What the law fixes are the windows inside the project: equity instruments issued within 60 days of the parent's money arriving or refunded within 15 days after that, Form FC-GPR within 30 days of the issue, a valuation no more than 90 days old, and the first board meeting within 30 days of incorporation.

When does a foreign-owned Indian subsidiary file its first FLA return?

By 15 July following the financial year in which the parent's money was received, the year reckoned April to March, and every 15 July after that while foreign liabilities remain on the balance sheet. It is filed on the RBI's FLAIR portal once the company registers as an entity user, on provisional figures if the audit is not done by 15 July. A late return costs INR 7,500 and the RBI treats non-filing as a FEMA violation. RBI late submission fee matrix as at 20 September 2026.

Next step

Tell us what the Indian company is for.

Send one paragraph: who the parent is and who owns it, what the Indian entity will do, and whether a team is already working through a third-party employer. We will tell you the vehicle, the route and the order of filings, before you pay a registrar anything.

Book a discovery call All services

Set up an Indian subsidiary from the US or the UAE, both ends of the file included.