Cost of Setting Up a Wholly Owned Subsidiary in India: Fees and Budget for 2026

The cost of setting up a wholly owned subsidiary in India depends on the proposed capital structure, state of incorporation, foreign parent company’s jurisdiction, documentation requirements, registered office arrangements and scope of professional services.

Foreign investors frequently ask how much it costs to register an Indian subsidiary and whether the total includes government fees, share capital, FEMA compliance, accounting and statutory audit. These are different cost categories and should be evaluated separately.

An Indian wholly owned subsidiary (WOS) is generally incorporated as a private limited company whose shares are wholly owned, directly or through a permissible structure, by a foreign parent. Foreign ownership remains subject to the applicable FDI policy, sectoral conditions and other restrictions.

This guide provides a practical breakdown of WOS registration costs in India, including MCA incorporation charges, state stamp duty, Digital Signature Certificates, overseas document authentication, professional fees, share capital, foreign investment reporting and recurring compliance expenditure.

For the complete legal process, read our Wholly Owned Subsidiary in India guide or explore our India Market Entry Consulting Services.

How Much Does It Cost to Set Up a WOS in India?

There Is No Universal Fixed WOS Registration Fee

The total cost of establishing a foreign-owned subsidiary cannot be expressed as one fixed amount applicable to every investor. Two companies may have similar authorised capital but different expenses because of their foreign shareholder documentation, directors, registered office state and professional requirements.

A basic incorporation quote may also exclude foreign investment reporting, bank account assistance, share allotment documentation and annual compliance.

One-Time Incorporation Costs

The principal one-time cost components ordinarily include MCA filing fees where applicable, state stamp duty, name reservation, PAN/TAN charges, Digital Signature Certificates, foreign document authentication, registered office arrangements and professional incorporation services.

Banking, FEMA and other post-incorporation services should be included where they form part of the agreed scope.

Recurring Costs After Incorporation

The Indian subsidiary must also budget for accounting, statutory audit, annual ROC compliance, corporate income tax, FEMA reporting and applicable GST, TDS, payroll and transfer pricing requirements.

Foreign investors should therefore compare the first-year cost of operating an Indian subsidiary, not merely the cost of obtaining the Certificate of Incorporation.

WOS Setup Cost Breakdown at a Glance

Government and Statutory Charges

Government-related expenses include applicable MCA incorporation filing fees, state stamp duty, name reservation charges and PAN/TAN-related charges.

These amounts are not the same as professional fees charged by the incorporation adviser.

Third-Party and Documentation Charges

Third-party expenses can include DSCs, notarisation, apostille, consular authentication, certified translations, courier services, registered office arrangements and bank charges.

The amounts can differ significantly depending on the country of the foreign shareholder and the number of persons involved.

Cost Comparison Table

Cost component	How the cost is determined
SPICe+ incorporation filing	Applicable MCA fee schedule and authorised capital
Name reservation	Filing route and applicable MCA charges
Stamp duty	State of incorporation and relevant capital structure
PAN and TAN	Applicable consolidated incorporation charges
Digital Signature Certificates	Number of required signatories and service provider
Notarisation and apostille	Country, document type and authentication procedure
Registered office	Ownership, rent, coworking or serviced office arrangement
Professional incorporation services	Agreed scope and complexity
Banking and foreign remittance	Bank tariffs, currencies and remittance arrangements
FC-GPR and FEMA reporting	Reporting requirements and professional scope
Annual accounting and audit	Transactions, operations and reporting requirements
Share capital	Equity investment rather than an incorporation fee

MCA Incorporation Fees for a Wholly Owned Subsidiary

SPICe+ Incorporation Process

Foreign-owned Indian private limited companies are generally incorporated through the Ministry of Corporate Affairs’ integrated SPICe+ process.

SPICe+ facilitates incorporation and linked registrations. The current charges should be verified through the official Ministry of Corporate Affairs portal before filing.

Zero Filing-Fee Concession for Eligible Companies

MCA’s published SPICe+ guidance provides a zero incorporation filing-fee concession for eligible companies with authorised share capital up to ₹15 lakh.

This concession relates to the specified incorporation filing fee and does not mean that all costs of registering an Indian subsidiary are waived.

Stamp duty, PAN/TAN charges, applicable name reservation charges, DSCs and professional expenses may still be payable.

Higher Authorised Capital and Filing Charges

Where authorised capital exceeds the eligible threshold, incorporation filing fees may be payable according to the applicable MCA fee schedule.

Foreign investors should select authorised capital based on their genuine business and funding requirements, rather than assuming that higher authorised capital is always necessary.

For further guidance, read Minimum Capital Requirement for Foreign Company Registration in India.

State Stamp Duty and Company Name Reservation Costs

Stamp Duty Varies by State

Stamp duty on incorporation documents varies between Indian states and may also depend on authorised share capital and other relevant factors.

Consequently, incorporation costs can differ between companies registered in Delhi, Maharashtra, Karnataka and other states, even when their shareholding structures are identical.

How Registered Office Location Affects Costs

The proposed registered office state influences the applicable stamp duty and ROC jurisdiction. It can also affect certain local registrations and compliance requirements.

Investors should consider business requirements, access to staff, banking and long-term operations rather than selecting a state solely for lower incorporation charges.

Separate Company Name Reservation

Where a company name is reserved separately through SPICe+ Part A, MCA’s published guidance specifies a ₹1,000 name reservation fee.

The current amount and applicability should be checked when filing. Additional documentation may be necessary where the proposed subsidiary uses the overseas parent company’s name or trademark.

Digital Signature and Foreign Document Authentication Costs

Digital Signature Certificates for Directors

Digital Signature Certificates are required for relevant electronic incorporation documents and MCA filings.

The total cost depends on the number of persons requiring DSCs, certificate validity, certifying authority and applicable identity verification procedures.

Notarisation and Apostille Expenses

Foreign shareholders and directors may need to execute documents outside India. Depending on the jurisdiction and nature of the documents, notarisation and apostille may be required.

These expenses vary between countries and cannot be represented by a universal Indian fee.

Consularisation and Certified Translation

Where the applicable authentication route requires consular or diplomatic authentication, additional charges and time may arise.

Certified translation may also be necessary for documents issued in languages other than English.

See our Apostille and Notarisation Requirements for Foreign Company Registration in India guide.

Registered Office Costs for an Indian Subsidiary

Using Existing Premises in India

Where the foreign group already has suitable premises in India, the subsidiary may be able to use those premises subject to proper authorisation and statutory documentation.

This may reduce initial office expenditure, but the address must still comply with the Companies Act.

Renting a Commercial Office

A conventional commercial office may involve rent, refundable security deposits, maintenance, utilities and fit-out expenditure.

The cost depends on the location, size and operational needs of the subsidiary.

Coworking and Serviced Office Arrangements

A compliant coworking or serviced office may be suitable for an initial India presence, provided the required address proof, owner authorisation and other documents are available.

The arrangement must also be suitable for receiving statutory correspondence and complying with applicable verification requirements.

Read our Registered Office Requirement for Foreign Companies in India guide.

Professional Fees for Incorporating a Foreign Subsidiary

Scope of Basic Company Incorporation

Professional incorporation services may include preliminary structuring discussions, company name application, drafting incorporation documents, DSC coordination, SPICe+ filings and obtaining incorporation certificates.

The exact deliverables should be agreed in writing.

Additional Foreign Investment Advisory Services

Depending on the engagement, additional services may include FDI eligibility analysis, parent-company resolutions, overseas authentication coordination, bank account assistance, share subscription documentation and FEMA reporting.

These may be included in a comprehensive package or charged separately.

Comparing Incorporation Quotations

Foreign investors should compare professional quotations on the basis of scope, statutory charges, third-party expenses, GST, timelines and exclusions.

A low headline registration fee may not include the work required to make the subsidiary operational and compliant.

Explore our Company Registration Services in India and Foreign Company Registration in India services.

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

Share Capital Is an Investment, Not an Incorporation Fee

Share capital contributed by the foreign parent ordinarily becomes equity funding of the Indian subsidiary.

It is not the same as government filing charges, stamp duty or professional incorporation fees. Subject to applicable laws, the subsidiary may use the capital for its permitted business activities.

Authorised Capital Versus Paid-Up Capital

Authorised capital represents the maximum capital the company is presently authorised to issue. Paid-up capital is the amount subscribed and paid by shareholders against issued shares.

The company should determine both figures based on its business plan and applicable legal requirements.

Example of Share Capital and Incorporation Expenditure

Suppose an overseas parent invests ₹10 lakh as equity in an Indian subsidiary and separately incurs statutory, documentation and professional incorporation charges.

The ₹10 lakh represents funding of the Indian company. The incorporation-related charges are separate expenses.

For budgeting, these amounts should be shown under different headings rather than combined into one registration-cost figure.

FDI and FEMA Compliance Costs After Incorporation

FDI Route and Sectoral Eligibility Review

Before the foreign parent invests, the proposed business activities should be examined under India’s FDI framework.

Some sectors permit foreign investment under the automatic route, while others have caps, conditions, restrictions or approval requirements.

Refer to the official Department for Promotion of Industry and Internal Trade for applicable foreign investment policy information.

FC-GPR and Foreign Investment Reporting

Where equity instruments are issued to a person resident outside India and the transaction is reportable as foreign direct investment, applicable RBI reporting must be completed.

Form FC-GPR is generally required within 30 days from the date of issue of equity instruments, subject to the applicable reporting framework.

Professional fees for documentation, reporting and bank coordination may be separate from incorporation charges.

Annual FLA and Other FEMA Obligations

An Indian subsidiary having reportable foreign liabilities or assets may be required to file the annual Foreign Liabilities and Assets return and comply with other applicable FEMA requirements.

For more details, see our FDI and FEMA Compliance in India guide and the official Reserve Bank of India website.

Bank Account Opening and Foreign Remittance Costs

Indian Corporate Bank Account

Following incorporation, the subsidiary needs an appropriate bank account to receive capital and undertake business transactions.

The integrated incorporation process facilitates a bank account application, but activation, KYC and operating conditions remain subject to the selected bank.

Foreign Exchange and International Transfer Charges

Capital remittances from the overseas parent may involve international bank transfer fees, intermediary charges and foreign exchange conversion costs.

The actual charges depend on the banks, currency and remittance arrangement.

Banking Documentation and Beneficial Ownership

Indian banks may request parent-company incorporation records, ownership details, identity documents, beneficial ownership information and source-of-funds evidence.

Preparing these documents in advance can reduce delays and avoid repeated professional work.

Post-Incorporation Costs Before Operations Begin

Commencement of Business and Corporate Formalities

After incorporation, applicable requirements may include the commencement-of-business declaration, first board meeting, auditor appointment, statutory registers and initial corporate records.

These requirements should be included in the establishment budget rather than assumed to be part of the initial MCA filing.

Share Allotment and Regulatory Documentation

Where the Indian company receives subscription money from its foreign shareholder, the issuance of shares and associated statutory and FEMA documentation must comply with applicable timelines.

Banking and corporate records should be coordinated with the capital remittance.

Accounting, GST and Payroll Setup

The subsidiary may need an accounting system, tax deduction processes, GST registration, payroll arrangements and internal reporting procedures depending on its business activities.

See our Accounting and Bookkeeping Services in India for ongoing finance support.

Annual Compliance Cost of a Wholly Owned Subsidiary

Accounting and Statutory Audit

An Indian company must maintain appropriate accounting records and is generally subject to statutory audit under the Companies Act.

Accounting and audit costs depend on the number of transactions, employees, bank accounts, locations, intercompany arrangements and reporting complexity.

Income Tax, GST, TDS and ROC Compliance

Recurring compliance may include annual financial statements, ROC returns, corporate income tax filing, GST returns, TDS returns and other applicable registrations and filings.

Requirements vary with the subsidiary’s business model, turnover, employee arrangements and transactions.

Transfer Pricing and Group Reporting

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

Intercompany service fees, goods, royalties, loans and other international transactions may require transfer pricing analysis, documentation and Form 3CEB reporting where applicable.

Foreign investors should budget for these requirements separately where relevant.

Illustrative First-Year Budget for a Small Indian WOS

Example of a Foreign-Owned Private Limited Company

Consider an overseas company proposing an Indian subsidiary with authorised capital of ₹10 lakh, two directors, one foreign corporate shareholder and a suitable registered office.

The proposed entity may qualify for the specified zero MCA incorporation filing-fee concession under published guidance, but applicable stamp duty and other establishment expenses remain relevant.

One-Time Establishment Budget

Budget heading	Indicative treatment
MCA incorporation filing	Concession may apply, subject to current rules
Stamp duty	State-specific
Name reservation and PAN/TAN	As applicable under the current filing process
DSCs	Number of required signatories and provider
Overseas document authentication	Country and document dependent
Registered office	Chosen occupancy arrangement
Professional incorporation fees	Agreed scope
Banking and FEMA assistance	Included or separately quoted
Paid-up share capital	Separate equity investment

First-Year Recurring Budget

In addition to establishment costs, the subsidiary should plan for accounting, audit, annual ROC filings, income tax, applicable GST and TDS, FEMA reporting, payroll and transfer pricing.

Office rent, employee salaries, software subscriptions, marketing, equipment and other operating costs should be included in the business plan but shown separately from regulatory compliance expenditure.

How to Calculate and Reduce WOS Setup Costs

Use a Complete Cost Estimation Formula

A practical budgeting approach is:

Total one-time setup expenditure = statutory incorporation charges + foreign document authentication + DSCs + office setup expenditure + professional incorporation fees + applicable banking and initial regulatory costs.

Paid-up capital should be shown separately as an equity investment. Refundable deposits should also be distinguished from non-refundable expenditure.

Finalise the Structure Before Overseas Documentation

Changes in the proposed shareholders, directors, company name or authorised capital after overseas documents have been notarised or apostilled may require fresh documentation and additional expense.

Complete the preliminary structuring and FDI review before arranging signatures abroad.

Plan Incorporation and Compliance Together

A coordinated implementation plan covering incorporation, banking, capital remittance, FEMA, accounting and taxation can reduce duplication and provide better cost visibility.

Our India Market Entry Checklist and Setting Up Business in India guides can assist with broader planning.

Frequently Asked Questions About WOS Registration Costs

What Is the Government Cost of Setting Up a WOS in India?

There is no single fixed government cost. MCA filing charges depend on the applicable fee schedule, and stamp duty varies by state. Eligible companies with authorised capital up to ₹15 lakh may benefit from the published zero incorporation filing-fee concession, but other charges remain payable.

Is WOS incorporation completely free? No. A concession on MCA incorporation filing fees does not eliminate stamp duty, documentation, DSC or professional costs.

Is Share Capital Included in the Registration Cost?

No. Share capital is generally an investment into the Indian subsidiary rather than an incorporation fee.

Does a foreign shareholder increase incorporation expenses? It may increase documentation and authentication expenses, particularly where overseas resolutions, declarations or identity documents require notarisation, apostille or consularisation.

Does the state affect registration costs? Yes. State-specific stamp duty can affect the incorporation budget.

How Can a Foreign Investor Obtain an Exact WOS Cost Estimate?

A reliable estimate requires the proposed business activity, foreign parent jurisdiction, number of shareholders and directors, authorised capital, registered office state and agreed scope of services.

Are FEMA and annual compliance costs included in incorporation packages? Not necessarily. These should be confirmed in the engagement proposal.

What recurring costs should be budgeted? Accounting, statutory audit, ROC, income tax, applicable GST and TDS, FEMA reporting and transfer pricing are among the relevant categories.

EzyBiz India Support, Related Services and Professional Review

Our WOS Incorporation and Compliance Services

EzyBiz India Consulting LLP assists foreign businesses with Indian subsidiary incorporation, FDI and FEMA advisory, registered office documentation, banking coordination, accounting, taxation and ongoing corporate compliance.

For a scope-based cost estimate, contact our India market entry team:

Mobile: +91 98992 17778
Email: anil@ezybizindia.in

Related Services and Official Resources

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

Official resources: Ministry of Corporate Affairs | Reserve Bank of India | DPIIT.

Prepared By, Reviewed By and Disclaimer

Prepared By: EzyBiz India Consulting LLP

Reviewed By: CA Anil Agrawal, FCA, Founder, EzyBiz India Consulting LLP, with over 20 years of experience in taxation, regulatory compliance and business advisory.

Last Updated: November 2026

Disclaimer: This article is intended for general informational purposes and does not constitute legal, tax, FEMA, investment or other professional advice. Government charges, stamp duty, documentation expenses, banking charges, professional fees and regulatory requirements may change. Actual costs depend on the investor’s jurisdiction, business activity, proposed capital structure, state of incorporation and specific circumstances. The applicable requirements and current fees should be verified before incorporation or investment.