A subsidiary company is an entity incorporated under the Companies Act, 2013 which has an identity of its own, separate from its holding company and shall have having a minimum of two director on Board.
Subsidiary Company refers to the company of which the holding company controls more than fifty percent of the total share capital (either directly or indirectly) or controls the composition of the board of directors.
Subsidiaries can be wholly owned subsidiaries or partially owned subsidiaries.
- Obtaining DSC for Proposed Directors
- Reserve the NAME
- Preparation of Charter Documents
- Filing of incorporation with RoC
- Post incorporation Activities
The directors of the proposed entity shall have the Digital Signature Certificates (DSC) for the online filing of all the electronic forms (e-forms) with the Ministry of Corporate Affairs, Government of India.
Digital Signature Certificates ensures the security and the authenticity of the documents submitted online. The DSCs are being issued by the Certifying Authorities having a validity of a maximum of three years.
The proposed name of the Company shall be reserved through the Reserve Unique Name (RUN) functionality of the MCA21 and once reserved the name shall be available for the incorporation of Company for twenty (20) days from the date of approval.
The Memorandum of Association (MoA) and the Articles of Association (AoA) are the two Charter documents of the Company. While the MoA defines the basic structure of the company and the relationship of the Company with the shareholders and the external parties, AoA sets the bylaws for governing the operations and general management of the Company.
The Memorandum of Association (MoA) and the Articles of Association (AoA) of the company whose promoters are based out of India shall be apostillised and filed with the Registrar of Companies.
The Simplified Proforma for Incorporating Company Electronically (SPICe) in Form INC-32 is a single application for the Incorporation of Company, Allotment of Director Identification Number (DIN) to the Directors of Company and Issue of PAN & TAN for the Company. The Form INC-32 shall be accompanied by the documents which include declaration and affidavit by the subscribers, consent by the directors, address and identity proof of the subscribers and the directors duly apostillised, proofs for the Registered Office of the Company, apostillised Memorandum of Association and apostillised Articles of Association of the Company.
There shall be a minimum of two directors in case of the private limited and three directors in case of the public limited company on the Board and atleast two members in case of the private limited and seven members in case of public limited company holding the shares of the Company. In case the Subsidiary is a wholly owned subsidiary, nominee(s) shall be allotted the shares to fulfil the minimum shareholders requirement.
On the occasion of the 69th Republic Day on the January 26, 2018, the Ministry of Corporate Affairs notified the Zero fee for the Incorporation of the Company where the Authorized Share Capital does not exceed Rupees Ten Lakhs or where the number of members does not exceed twenty. However, the Stamp Duty as per the applicable State laws shall be levied for registration of the Company.
- Obtaining licenses such as GST, PF, ESI as may be applicable
- Opening of Indian Bank Account
- Obtaining FIRC from the Reserve Bank of India
- Issue of Share Certificates
- Filing of FC-GPR with the Reserve Bank of India
- Appointment of First Statutory Auditors of the Company
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