Incorporation of a Wholly Owned Subsidiary (WOS) under Companies Act, 2013

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A Wholly Owned Subsidiary (WOS) is a company whose entire share capital is held by another company, known as the holding or parent company. The process of incorporating a wholly-owned subsidiary in India is governed by the Companies Act, 2013. The application is processed by the Central Registration Centre (CRC), Ministry of Corporate Affairs.

Prerequisites for setting up a WOS (Private Company) in India

• Holding Company to pass a resolution authorising the setup of a WOS in India and identifying the proposed name(s); paid up capital and authorised signatories / nominees of the WOS
• Check if RBI/Government approval is required for receiving Foreign Direct Investment (FDI) Identify minimum 2 directors, 1 of whom shall be a Resident Director
• Identify an Authorised Representative on behalf of Holding Company to sign documents to be submitted for incorporation
• Identify a Nominee Shareholder of the Holding Company who will hold minimum shares in the WOS on behalf of the Holding Company

Note: The Authorised Representative and Nominee Shareholder cannot be the same person