Cost of Setting Up a Wholly Owned Subsidiary in India

The cost of setting up a wholly owned subsidiary in India is not one fixed amount. It depends on factors such as the authorised share capital, state of registered office, number of directors, country of the foreign shareholder, notarisation or apostille requirements, registered office arrangement and professional support required.

For many foreign investors, the actual incorporation cost consists of government and stamp duty charges, Digital Signature Certificates, authentication of overseas documents, registered office expenses and professional advisory fees. There may also be post-incorporation costs for FEMA reporting, accounting, tax, audit and annual corporate compliance.

Importantly, the share capital invested by the foreign parent is generally not an incorporation expense. It becomes capital of the Indian subsidiary and can ordinarily be used by the company for its permitted business activities.

Foreign investors who want to understand the complete incorporation structure may first read our detailed guide on Wholly Owned Subsidiary in India.

How Much Does It Cost to Set Up a Wholly Owned Subsidiary in India?

There Is No Single Fixed WOS Registration Cost

There is no standard all-inclusive government fee applicable to every wholly owned subsidiary. The total cost depends on the proposed company structure and where the company will be registered.

A foreign-owned private limited company with relatively modest authorised capital may have comparatively low MCA incorporation filing charges, but it may still incur costs for stamp duty, foreign document authentication, DSCs, registered office arrangements and professional assistance.

One-Time Setup Cost and Recurring Cost Should Be Separated

Foreign investors should divide their budget into two parts:

• one-time establishment costs incurred while incorporating and capitalising the Indian subsidiary; and
• recurring annual costs relating to accounting, tax, audit, ROC, FEMA and other regulatory compliances.

This distinction provides a more realistic estimate of the cost of establishing and maintaining an Indian subsidiary.

What Makes Up the Cost of Establishing an Indian Subsidiary?

Main One-Time Cost Components

The initial cost of setting up a WOS may include:

• MCA incorporation fees, where applicable;
• stamp duty;
• company name reservation fee;
• Digital Signature Certificates;
• notarisation, apostille or consularisation of overseas documents;
• registered office costs;
• professional incorporation fees;
• banking and foreign investment documentation; and
• initial FEMA and post-incorporation compliance assistance.

Costs That Depend on the Company’s Particular Facts

Certain expenses can vary substantially from one foreign investor to another. For example, a company with several foreign directors and subscribers may incur higher authentication and DSC costs than a simpler structure.

Similarly, the cost of using a commercial registered office in Mumbai, Bengaluru or Delhi may be different from using premises already available to the foreign group in India.

MCA Incorporation Fees for a Wholly Owned Subsidiary

SPICe+ Is Used for Incorporation

Indian companies are generally incorporated through the Ministry of Corporate Affairs’ SPICe+ system.

The integrated process covers incorporation and several linked registrations. Foreign investors can access the official Ministry of Corporate Affairs website for current company incorporation requirements.

Zero Filing Fee Concession up to ₹15 Lakh Authorised Capital

According to MCA’s published SPICe+ guidance, companies incorporated through SPICe+ with authorised share capital up to ₹15 lakh continue to enjoy the zero filing-fee concession for incorporation.

This does not mean that incorporation is completely free. Applicable stamp duty and certain other charges may still be payable.

The MCA guidance can be reviewed through the official SPICe+ and Linked Filing FAQs.

Higher Authorised Capital Can Increase Government Fees

Where the authorised share capital exceeds the threshold eligible for the zero filing-fee concession, registration fees may become payable according to the applicable MCA fee schedule.

Foreign investors should therefore select the initial authorised capital based on genuine funding requirements rather than choosing an unnecessarily high amount at incorporation.

For more information, read our guide on Minimum Capital Requirement for Foreign Company Registration in India.

Stamp Duty Cost for Incorporating an Indian WOS

Stamp Duty Varies From State to State

Stamp duty on incorporation documents is not uniform throughout India. It depends on the state in which the registered office of the company will be situated and may also depend on the authorised share capital.

Consequently, two companies with a similar capital structure but registered in different states may have different incorporation costs.

Stamp Duty Should Be Checked Before Finalising the Budget

Before providing a final incorporation budget, the proposed registered office state and authorised share capital should be confirmed.

This allows the applicable stamp duty and MCA charges to be estimated more accurately.

Company Name Reservation Cost

Separate SPICe+ Part A Application

If the proposed company name is reserved separately through SPICe+ Part A before filing the complete incorporation application, MCA’s published guidance provides for a name reservation fee of ₹1,000.

Name reservation can be useful for foreign companies that want to confirm availability of their proposed Indian corporate name before completing overseas documentation.

Using the Foreign Parent Company’s Name

Where the Indian subsidiary proposes to use the name or brand of its overseas parent, additional documents such as authorisation or evidence relating to the parent company or trademark may be required depending on the circumstances.

Foreign companies should therefore finalise the proposed name at an early stage to avoid repeated overseas documentation.

Digital Signature Certificate Cost

DSCs Are Required for Electronic MCA Filings

Digital Signature Certificates are used for signing electronic incorporation and subsequent MCA filings.

The number of DSCs required depends on the proposed subscribers, directors and authorised signatories involved in the incorporation process.

DSC Charges Depend on the Certifying Authority

DSCs are issued through authorised certifying agencies. Their charges may vary depending on the provider, validity period and KYC process.

Where overseas individuals require DSCs, additional identity verification and documentation procedures may also be involved.

Notarisation, Apostille and Foreign Document Authentication Cost

Overseas Documents May Require Authentication

One of the important additional costs for a foreign-owned subsidiary is authentication of documents executed outside India.

The applicable procedure depends upon the country in which the foreign shareholder or director is situated and the type of document being executed.

Notarisation Cost

Documents may need to be notarised by a notary public in the relevant overseas jurisdiction. Notary charges vary considerably between countries and service providers.

Apostille Cost

Where the relevant country is covered by the Hague Apostille framework, applicable documents may need to be apostilled after notarisation in accordance with the prescribed process.

The government and service charges for apostille vary from country to country.

Consularisation Cost Where Applicable

Where apostille is not the applicable authentication route, documents may require consular or diplomatic authentication in accordance with the applicable MCA requirements.

This can increase both the cost and the time required for incorporation.

Foreign investors should review these requirements before arranging signatures. Our detailed article on Apostille and Notarisation Requirements for Foreign Company Registration in India explains the process in greater detail.

Registered Office Cost for an Indian Subsidiary

Using Existing Group Premises

If the foreign group already has suitable premises available in India and the company can legally use that address with proper supporting documentation, the registered office cost may be relatively low.

Rented or Commercial Office

If new premises are rented specifically for the Indian subsidiary, the company may incur rent, security deposit, documentation and other occupancy costs.

The commercial cost will depend on the city, location, office size and type of premises.

Suitable Coworking or Registered Office Arrangement

A suitable coworking or office arrangement may also be considered where the required proof of address, NOC and other documents can be provided in accordance with the applicable requirements.

Before selecting an office arrangement purely on cost, investors should ensure that the premises can properly support statutory notices, banking KYC and actual business requirements.

See our guide on Registered Office Requirement for Foreign Companies in India.

Professional Advisory and Incorporation Fees

Professional Fees Depend on the Scope of Work

Professional fees for establishing an Indian wholly owned subsidiary normally depend on the complexity and scope of the engagement.

A comprehensive assignment may cover:

• initial entity and FDI structuring;
• company name application;
• DSC coordination;
• drafting incorporation documents;
• foreign parent company resolutions;
• guidance on notarisation and apostille;
• SPICe+ and linked incorporation filings;
• PAN and TAN coordination;
• bank account assistance;
• initial corporate documentation;
• FEMA reporting assistance; and
• post-incorporation compliance guidance.

A Low Incorporation Quote May Not Include Post-Incorporation Work

Foreign companies should compare the scope rather than comparing only the headline incorporation fee.

A low-cost package may cover only MCA incorporation, while banking, FEMA filings, share allotment documentation, commencement of business, accounting setup and ongoing regulatory assistance may be charged separately.

At EzyBiz India, the scope can be structured according to the foreign investor’s requirements, from incorporation support to complete India market entry and ongoing compliance assistance.

Is Share Capital Part of the Cost of Setting Up a WOS?

Share Capital Is Normally an Investment, Not an Expense

This is an important distinction for foreign investors.

If the foreign parent contributes ₹5 lakh, ₹10 lakh or another amount as share capital, the amount is generally not a professional or government cost of incorporation. It becomes capital of the Indian company.

Subject to applicable laws and business requirements, the company can use the funds for its business expenses and operations.

Authorised Capital and Paid-Up Capital Are Different

Authorised share capital represents the maximum capital that the company is presently authorised to issue, whereas paid-up capital represents the amount actually subscribed and paid by shareholders.

Foreign investors should determine both amounts after considering immediate funding needs, projected Indian operating expenses and applicable regulatory requirements.

Read our detailed article on Minimum Capital for Foreign Company Registration in India.

FDI and FEMA Compliance Cost

Check the FDI Route Before Incorporation

Before the foreign parent invests in the Indian subsidiary, the proposed activity should be examined under India’s foreign investment framework.

Many business activities permit foreign investment under the automatic route, while specified sectors may be subject to sectoral caps, conditions or government approval requirements.

Foreign investors can refer to the official Department for Promotion of Industry and Internal Trade and Foreign Investment Facilitation Portal.

FC-GPR and Foreign Investment Reporting

Where the Indian subsidiary issues equity instruments to a person resident outside India and the issue is treated as FDI, applicable foreign investment reporting requirements must be completed.

Under the RBI reporting framework, Form FC-GPR is generally required to be filed within 30 days from the date of issue of equity instruments.

Professional fees for FEMA documentation and reporting should therefore be considered separately from the basic incorporation cost where these services are not included in the incorporation package.

Annual FEMA Compliance Should Also Be Budgeted

An Indian company having foreign investment may have annual FEMA reporting obligations, including the Foreign Liabilities and Assets return, subject to the applicable requirements.

The Reserve Bank of India should be referred to for current FEMA and foreign investment reporting requirements.

For a detailed overview, visit FDI and FEMA Compliance in India for Foreign Companies.

Bank Account and Foreign Remittance Costs

Opening the Indian Company’s Bank Account

After incorporation, the subsidiary needs an Indian bank account for its operations and receipt of share subscription funds.

MCA’s published SPICe+ guidance integrates bank account opening with the incorporation process and states that no additional MCA fee is charged for the integrated bank account service. However, individual banks may have their own account requirements, minimum balance conditions and banking charges.

Receiving Foreign Share Subscription Money

The foreign investment should be remitted through an appropriate banking channel in accordance with FEMA requirements.

Bank charges, foreign exchange conversion costs and international remittance charges may arise depending on the overseas and Indian banks used.

Post-Incorporation Costs for a Wholly Owned Subsidiary

Commencement and Corporate Compliance

Incorporation is only the first stage. The company may need to complete commencement-of-business, share capital, statutory register and other corporate formalities within the applicable timelines.

These services may either be included in the incorporation package or charged separately.

Accounting and Tax Setup

Once business operations commence, the subsidiary needs an appropriate accounting system and processes for recording bank transactions, expenses, invoices, inter-company transactions, fixed assets and statutory liabilities.

Depending on its activities, it may also require GST, TDS, payroll and other tax registrations or compliance processes.

Foreign-owned subsidiaries requiring ongoing finance support can explore our Accounting and Bookkeeping Services in India.

Share Allotment and FEMA Documentation

Where share subscription funds are received from the foreign parent, share allotment documentation and applicable FEMA reporting need to be completed within the prescribed timelines.

This should be included in the implementation plan rather than treated as an optional exercise after incorporation.

Annual Recurring Cost of Maintaining an Indian WOS

Accounting and Bookkeeping

An Indian subsidiary must maintain proper accounting records. The annual accounting cost depends on transaction volume, number of employees, bank accounts, invoices, inter-company transactions, reporting frequency and accounting software.

Foreign-owned subsidiaries may also need monthly or quarterly reporting to their overseas parent company.

Statutory Audit

An Indian company is generally subject to statutory audit under the Companies Act, irrespective of whether it is a wholly owned subsidiary of a foreign company.

The audit fee depends upon the size, transaction volume, locations, complexity, internal controls and reporting requirements of the company.

Income Tax, GST, TDS and ROC Compliance

Depending on the company’s activities and registrations, recurring professional costs may include:

• income tax return preparation and filing;
• GST returns and reconciliations;
• TDS returns and compliance;
• annual ROC filings;
• board and shareholder compliance;
• payroll and labour-related compliances; and
• other industry-specific filings.

Transfer Pricing and International Transactions

Foreign-owned subsidiaries frequently transact with their overseas parent or associated enterprises.

Transactions such as management services, software services, purchase or sale of goods, royalties, loans, reimbursements and other inter-company arrangements may trigger Indian transfer pricing requirements.

The potential cost of transfer pricing documentation, certification and advisory should therefore be considered while estimating the annual compliance budget of a multinational subsidiary.

Illustrative Cost Budget for Setting Up a Small WOS in India

One-Time Establishment Budget

The following table provides a practical cost framework for a typical foreign-owned private limited company. It is not a quotation because several costs vary depending on the state, country and company structure.

Cost Component	Indicative Treatment
SPICe+ incorporation filing fee	Zero filing-fee concession available under MCA guidance for authorised capital up to ₹15 lakh, subject to applicable requirements
Name reservation	₹1,000 where name is reserved separately through SPICe+ Part A as per MCA guidance
Stamp duty	Variable by state and capital structure
PAN/TAN related charges	Applicable charges form part of the incorporation challan as prescribed
Digital Signature Certificates	Variable according to number of persons and DSC provider
Notarisation	Country and service-provider dependent
Apostille/consularisation	Country and document dependent
Registered office	Nil to substantial depending on existing premises, rental or office arrangement
Professional incorporation fee	Depends on scope and complexity
FEMA and FC-GPR assistance	Depends on whether included in incorporation package
Share capital	Investment into the company, not normally an incorporation expense

Recurring Annual Budget

In addition to establishment costs, foreign investors should make provision for ongoing:

• accounting and bookkeeping;
• statutory audit;
• income tax compliance;
• ROC annual filings;
• FEMA reporting;
• GST and TDS compliance where applicable;
• payroll compliance where employees are hired;
• transfer pricing compliance where applicable; and
• professional advisory and corporate secretarial support.

A realistic India-entry budget should therefore consider the first 12 months of operations rather than only the amount paid to obtain the Certificate of Incorporation.

How Foreign Companies Can Control WOS Setup Costs

Finalise the Structure Before Preparing Overseas Documents

Changing subscribers, directors, company name, authorised capital or business objects after overseas documents have already been notarised or apostilled can result in duplicated work and additional costs.

The proposed structure should therefore be finalised before the foreign parent executes its incorporation documents.

Use a Complete India Entry Checklist

Foreign investors should prepare the incorporation, banking, FEMA, tax, accounting and compliance requirements together rather than appointing separate advisers for disconnected tasks without coordination.

This can reduce duplication, improve consistency of documentation and help management obtain a more accurate estimate of the complete cost of entering India.

Businesses considering a wider India establishment strategy can also review our Setting Up Business in India and India Market Entry Consulting pages.

Frequently Asked Questions

What is the government cost of setting up a wholly owned subsidiary in India?

There is no single fixed government cost. MCA filing fees depend on authorised capital and stamp duty varies by state. Under MCA’s published SPICe+ guidance, companies with authorised capital up to ₹15 lakh can avail the zero incorporation filing-fee concession, although applicable stamp duty and other charges remain payable.

Is incorporation of a WOS free if authorised capital is below ₹15 lakh?

No. Zero filing fee refers to the specified MCA incorporation filing-fee concession. Stamp duty, name reservation where separately applied for, DSCs, foreign document authentication, professional services and other costs may still arise.

Is ₹1 lakh or ₹10 lakh share capital an incorporation cost?

No. Share capital is generally an investment made into the Indian subsidiary rather than a government or professional fee. The money becomes funds of the company and can ordinarily be used for permitted business purposes.

Does apostille increase the cost of incorporating an Indian subsidiary?

Yes. Where foreign documents require notarisation, apostille or consular authentication, the foreign shareholder may incur additional government, notary, courier or service-provider costs in its home jurisdiction.

Does the state of registration affect WOS incorporation cost?

Yes. Stamp duty on incorporation documents varies between states, so the registered office location can affect the government cost of incorporation.

Are FEMA compliance fees included in company incorporation?

Not necessarily. The professional scope should be checked carefully. Basic MCA incorporation and post-incorporation FEMA reporting such as FC-GPR may be quoted separately by service providers.

What ongoing costs should a foreign-owned subsidiary budget for?

The company should normally budget for accounting, statutory audit, ROC compliance, income tax filing, FEMA reporting and other applicable GST, TDS, payroll and transfer pricing compliances.

How can a foreign company obtain an exact cost estimate?

An accurate estimate can be prepared after confirming the proposed registered office state, authorised capital, paid-up capital, foreign shareholder jurisdiction, number and nationality of directors, proposed business activity, FDI route and scope of professional support required.

Related Services

• Wholly Owned Subsidiary in India
• Foreign Company Registration in India
• Minimum Capital Requirement for Foreign Company Registration in India
• Apostille and Notarisation for Foreign Company Registration
• Resident Director Requirement for Foreign Companies in India
• Registered Office Requirement for Foreign Companies in India
• FDI and FEMA Compliance in India for Foreign Companies
• Accounting and Bookkeeping Services in India
• Setting Up Business in India
• India Market Entry Consulting

Prepared By: EzyBiz India Consulting LLP

Reviewed By:
Anil Agrawal, Chartered Accountant
Founder, EzyBiz India Consulting LLP
20+ Years of Experience in Tax, Regulatory and Business Advisory

Last Updated: 6 September 2026

Disclaimer:
This article is intended for general informational purposes only and should not be treated as legal, tax, FEMA, investment or professional advice. Government fees, stamp duty, DSC charges, banking charges, foreign document authentication costs and regulatory requirements may change and may differ depending on the state of incorporation, foreign investor jurisdiction, capital structure, business activity and specific facts of the proposed investment. Foreign investors should verify the latest requirements and obtain professional advice before incorporating or funding an Indian subsidiary.