US parent to invoicing-ready Indian subsidiary in 5 weeks.
A real engagement, anonymised: client details removed, industries described only generically, numbers rounded. The point is the shape of the work — what the problem looked like, what we actually did, and what it changed.
The situation
A US technology company had signed commercial commitments that required an Indian entity able to invoice, hire, and bank — and the commercial clock had already started. The parent wanted a wholly owned subsidiary, a clean FDI paper trail, and a single point of accountability rather than four separate vendors for incorporation, FEMA, GST, and banking.
The complication
Both proposed directors were foreign nationals. Their identity documents needed apostille before anything could be filed, and Section 149(3) of the Companies Act requires at least one director ordinarily resident in India — a requirement the parent had not planned for. Downstream, the capital infusion had to be reported on Form FC-GPR within 30 days of allotment at a FEMA-compliant price, and GST registration plus bank account opening are exactly the steps where India-entry timelines usually slip from weeks into months.
WOS vs Branch Office
Two structures were genuinely on the table. A Branch Office needs RBI approval that typically runs 6 to 12 weeks, but is restricted to a defined activity list and cannot hire or invoice beyond that scope. A Wholly Owned Subsidiary takes longer to plan around — director residency, capital structuring — but carries no activity restriction and can invoice and hire freely from incorporation, funded by a one-time FDI infusion rather than a Branch's ongoing remittance-based model. Given the signed commercial commitments requiring immediate invoicing, the WOS's broader scope outweighed the Branch Office's faster nominal approval path.
What we did
- Confirmed the structure: a wholly owned private limited subsidiary, with the sector qualifying for 100% FDI under the automatic route.
- Ran document legalisation in parallel with structuring — apostilled director documents, Digital Signature Certificates and Director Identification Numbers for the foreign directors — and resolved the Section 149(3) requirement with a resident director appointed at incorporation.
- Reserved the name and incorporated through SPICe+ with PAN and TAN issued alongside.
- Opened the bank account, received the parent's capital infusion, and reported it on Form FC-GPR within the 30-day window at a FEMA-compliant issue price.
- Completed GST registration, set up the invoicing and payroll rails, and handed the parent a statutory compliance calendar with a single monthly dashboard.
The outcome
- Invoicing-ready Indian subsidiary — incorporation, FDI/FC-GPR, GST, and bank account — 5 weeks from engagement.
- FDI reporting filed inside the statutory 30-day FC-GPR window.
- Incorporation, FEMA, GST and banking run through one engagement and one compliance calendar, rather than four separately-coordinated vendors.
The playbook is in our India entry guide and on the India Entry desk.