The form of entity is not a clerical choice. It locks the FDI route, the tax read, the repatriation route and the future M&A or IPO optics. We diagnose it to activity and sector, not to default. We then build the incorporation and Day-1 governance behind it so the first FCGPR proves the structure is clean.
Activity · Sector · Route
Wholly-Owned Subsidiary, LLP, Branch Office, Liaison Office or Project Office — selected against activity, FDI route, IP residency, capital plan and exit profile, not by default.
SPICe+ · DIN · DSC · PAN · TAN · GST
Name reservation, AOA/MOA architecture, KYC and apostille coordination, SPICe+ filing, and contemporaneous statutory registrations through to first invoice.
AD Bank · Capital infusion · FCGPR
AD Bank current account selection and opening, share allotment, FCGPR filing within 30 days of allotment, and pricing guideline defence on the first round.
Companies Act · Section 90 · Section 149
Resident director, statutory auditor, board charters, beneficial owner disclosures, related party policies and the Day-1 secretarial calendar.
Branch · LO · PO
Where the route is Branch, Liaison or Project Office: application architecture, AD Bank coordination, RBI approval, post-establishment reporting and net-worth certifications.
Local presence · State filings
State-specific Shops & Establishment, Professional Tax, Labour Welfare Fund, Trade Licence and pollution clearance triage — because revenue cannot start without them.
Read activity against FDI policy, sectoral conditions, IP residency, capital plan and exit horizon. Output: WOS, LLP, Branch, LO or PO.
Reserve name, draft MOA/AOA aligned to capital structure and reserved matters, obtain DIN and DSC for directors, complete KYC and apostille.
File integrated SPICe+ for incorporation with contemporaneous PAN, TAN, GSTIN, EPFO, ESIC. Where Branch/LO/PO: file with RBI through AD Bank.
Open AD Bank current account, receive inward remittance, allot shares within statutory time, issue share certificates within 60 days.
File FCGPR within 30 days of allotment with valuation, KYC, FIRC and Form FC-GPR documentation. Defend pricing guideline.
Appoint statutory auditor, resident director, KMP, beneficial owner declarations and the Day-1 secretarial calendar.
A Wholly-Owned Subsidiary (WOS) is a separate Indian legal person under the Companies Act, 2013 and can carry on the full range of activities permitted under the FDI policy. It is the default for revenue-generating operations, hiring at scale, scalable repatriation and a future M&A or IPO event. A Branch Office is suitable for specific approved activities (export/import, professional and consultancy services, R&D, technical/financial collaboration in lines of activity matching the parent) and is preferred where the parent intends a limited India footprint without an Indian legal person. The Branch route involves AD Bank and RBI scrutiny and limits remittance. The selection is driven by activity, capital plan and exit profile — not by speed.
Yes, in sectors permitting 100% FDI under the automatic route without performance-linked conditions. The LLP Act, 2008 and Press Note 1 of 2011 (as amended) govern eligibility. LLPs offer flexibility in profit sharing and tax pass-through characteristics, but lose ESOP grants, public-issuance flexibility and the broader investor optics of a company. For a venture-funded company or a likely IPO candidate, a Private Limited Company is the cleaner vehicle.
A clean SPICe+ filing with all promoter, director and address documents in order, DIN and DSC obtained, and reserved name approved, can complete in 10 to 15 working days through the MCA portal. PAN, TAN and GSTIN are issued contemporaneously. The slowest variables are KYC of foreign directors (apostille/legalised), proof of registered office and the AD Bank current account opening, which often dictates the time to first capital infusion.
A board with at least one resident director under Section 149(3) of the Companies Act, 2013; statutory registers (members, charges, KMP, related party); a statutory auditor appointed within 30 days of incorporation; share certificates issued within 60 days of allotment; first board and AGM scheduled per statute; beneficial owner identification under Section 90 and the relevant rules; and a designated officer for ROC, GST, TDS, EPF and ESIC compliances. The audit calendar and the secretarial calendar start on Day-1.
We act as the architect and the project manager. AMLEGALS owns the legal and structural decisions: form, sector, FDI route, capital plan, beneficial ownership, governance charter. We coordinate the company secretary on filings, the auditor on Day-1 tax registrations, the AD Bank on current account and the parent’s overseas counsel on home-jurisdiction documents. The first FCGPR is the proof point that the structure is clean.
Investment route, sectoral caps, Press Note 3, FCGPR/FCTRS and downstream investment governance.
Corporate tax position, treaty optimisation, transfer pricing policy and GST cross-border read.
Customer and vendor contracts, employment, IP, DPDPA and the dispute clause architecture.
Form, route, capital plan and governance — decided before incorporation, defended after.