How to set up a subsidiary in India from Singapore

What does a Singapore company need before it starts?

Your Indian subsidiary will normally be a private limited company under the Companies Act, 2013, owned by your Singapore company. In most sectors the Consolidated FDI Policy 2020 allows up to 100% foreign ownership under the automatic route, so you do not need government approval before you invest. Prohibited and capped sectors are covered in our guide on whether a foreign company can own 100% of an Indian company.

The company needs at least two members and at least two directors. At least one director must have stayed in India for at least 182 days in the financial year. Our guide to directors, shareholders and capital explains how this works in practice.

What are the steps from decision to first filings?

1. Confirm the sector and route. Check your activity against the DPIIT sector table. If it is prohibited, capped or on the government route, take advice before you spend money on documents.
2. Choose the entity. A wholly owned subsidiary suits you if you will hire people, sign contracts and earn income in India. A branch or liaison office is narrower, because a liaison office may not undertake commercial activity.
3. Authenticate your documents. Parent and foreign-director documents are notarised by a notary public and then apostilled in Singapore. See the box on Singapore below.
4. Arrange a Class 3 digital signature certificate (DSC) for each director. The DSC must come from a certifying authority accepted by MCA. First directors’ DINs are applied for within SPICe+, so you do not need them before you file.
5. Reserve the name. Use the RUN (Reserve Unique Name) form with up to two proposed names. An approved name is reserved for 20 days. A name that includes a foreign country name, such as Singapore, needs proof of a business relationship. If the name is based on your trademark, bring the trademark certificate (an internationally valid mark, as recorded with WIPO) and a no objection letter from the trademark owner, so that approval goes smoothly.
6. File SPICe+ (Form INC-32). It carries the eMoA (INC-33) and eAoA (INC-34), and issues PAN, TAN and DIN. The linked Form INC-35 (AGILE-PRO-S) covers EPFO and ESIC registration, and optionally GSTIN, though in practice it usually makes more sense to apply for GST separately. You need a registered office in India from the date of incorporation.
7. Receive the certificate of incorporation. The MCA fee depends on authorised capital. Stamp duty is a state subject, paid electronically, and varies by state.
8. Open the bank account and remit capital. Bank account opening in the SPICe+ flow is often not practical for a foreign-owned company because of foreign-director KYC, so plan this separately. See opening a bank account and remitting capital.
9. Issue share certificates and report. This first capital injection is subscription money already committed in the Memorandum of Association at incorporation, so the 60-day allotment rule that applies to a later, fresh issue of shares does not apply here. The board issues share certificates for the subscriber shares at the first meeting (see the next step), and the subsidiary files Form FC-GPR within 30 days of allotment.
10. Complete the first-month and first-six-month items. The board appoints the first auditor and holds its first meeting within 30 days of incorporation. The INC-20A commencement declaration, due within 180 days, includes a declaration that the subscription money has been received, supported by a bank statement.

What is different for a Singapore parent?

Apostille. Singapore, like India, is a party to the Apostille Convention. Your parent’s and directors’ documents are notarised by a notary public in Singapore and then apostilled there, and an apostilled document needs no further legalisation for use in India.

Land-border beneficial owners. Press Note 3 of 2020 required government approval where the investor, or its beneficial owner, is an entity of or a citizen of a country sharing a land border with India. A Singapore holding company with such a beneficial owner can still be caught.

Press Note 2 of 2026, approved by the Cabinet in March 2026 and made operative through the FEMA NDI Amendment Rules 2026, relaxed this. Investors with non-controlling beneficial ownership from such a country of up to 10% can use the automatic route, with reporting to DPIIT. Proposals in specified manufacturing sectors (capital goods, electronic components, polysilicon and ingot-wafer manufacturing) get a 60-day approval timeline, with majority shareholding and control staying with resident Indian citizens. Sectoral caps and other restrictions remain.

Treaty position. India and Singapore have a double taxation agreement. Treaty rates on dividends depend on the size of your holding, and a CA should confirm them before you plan repatriation. The treaty also caps royalties and fees for technical services, and capital gains on the sale of shares follow transition rules set out in the treaty’s amending protocol.

Enterprise Singapore. ProLead is an empanelled India market advisor of Enterprise Singapore. If you are looking at Enterprise Singapore’s Enterprise Development Grant (EDG) for your India expansion, you can work with ProLead as your India advisor for that application.

Scale. DPIIT records Singapore as the largest source of cumulative FDI equity inflows into India for April 2000 to March 2026, at 24.72% of the total. That figure is by country of the immediate investor, so it does not show ultimate ownership.

Which route suits you, and which does not?

A subsidiary suits a team that will grow, sign customer contracts, hold IP or run a capability centre. It does not suit a market test with one or two hires; an Employer of Record can be faster there, and our EOR versus subsidiary comparison sets out the trade-offs. A liaison office suits pure representation work, because it may not undertake commercial activity.

How long will it take, and what will it cost?

The rule-based time limits are the ones in the steps above. Everything else is a typical range, not a promise. See how long it takes to set up a subsidiary and our cost and timeline page. To talk through your case, book a free consultation.

Note: Rules and forms change often. This page is general information, not legal or tax advice. Check the current position with a practising Chartered Accountant or Company Secretary before you act.

General information only, not legal or tax advice. Rules and forms change, so confirm the current position with a practising Chartered Accountant or Company Secretary before you act. See our disclaimer.