What does it cost to set up and run a subsidiary in India in 2026?

Above Rs 15 lakh the full fee table applies, Rs 66,000 at Rs 20 lakh, because subsidiaries are never small companies.

How much does it cost to set up a subsidiary in India?

These are the lines a US parent budgets for at set-up, with what each one costs:

The government lines at incorporation, which are the MCA fee on the fee table, stamp duty on the Memorandum and Articles, and PAN and TAN, add up to these amounts by authorised capital and state:

Each state column adds the MCA fee, that state's stamp duty on the two documents and Rs 131 for PAN and TAN. The MCA portal computes the final fee and stamp duty whenever a form is filed, including the stamp duty for a company registered in Delhi or Telangana, and it can add a small duty on the incorporation form itself. The totals leave out that duty, a name reserved first, signature certificates, the parent's notarisation and apostille, and professional fees.

What does the government charge to incorporate the company?

Authorised capital, the ceiling on the face value of the shares the company can issue, decides the MCA fee. Since G.S.R. 180(E) of 6 March 2019, which amended rule 38(2) of the Companies (Incorporation) Rules, 2014, the MCA has charged no fee to incorporate a company with authorised capital up to Rs 15 lakh through SPICe+ (Form INC-32), its incorporation form. The MCA's SPICe+ FAQ confirms that such a company still pays the stamp duty its state levies.

Above that line, the Table of Fees in the Companies (Registration Offices and Fees) Rules, 2014, as substituted in January 2018 and amended since, sets the fee for a company that is not a one person company or a small company. It charges Rs 36,000 plus Rs 300 for every Rs 10,000 (or part of it) above the first Rs 10 lakh up to Rs 50 lakh, Rs 100 for every Rs 10,000 from Rs 50 lakh to Rs 1 crore, and Rs 75 for every Rs 10,000 above Rs 1 crore. On the fee table, a company with authorised capital of Rs 20 lakh pays Rs 66,000; at Rs 50 lakh it pays Rs 1,56,000 and at Rs 1 crore Rs 2,06,000. One rupee over the line, at Rs 15,00,001, the fee is already Rs 51,300; at Rs 25 lakh it is Rs 81,000 and at Rs 5 crore Rs 5,06,000.

The table keeps a cheaper column, Rs 2,000 plus Rs 200 for every Rs 10,000 above Rs 10 lakh, for one person companies and small companies, and a subsidiary never qualifies for it. Under section 2(87) of the Companies Act, 2013, an Indian company is the subsidiary of a company that controls more than half of its total voting power, and for this purpose "company" includes any body corporate, which section 2(11) extends to a company incorporated outside India. Section 2(85) then excludes every holding company and subsidiary company from the small company definition, whatever its capital or turnover.

Raising authorised capital later is filed in Form SH-7, and on the fee table it costs the difference between the fee on the new capital and the fee on the existing capital, at the rates in force on the date of filing. A company incorporated at Rs 15 lakh that later raises its authorised capital to Rs 1 crore pays Rs 1,55,000 to the MCA at that point, plus any state stamp duty on the increase.

The other incorporation amounts are small. Under the same SPICe+ FAQ, SPICe+ allots a DIN to up to three directors who do not yet hold one, and its challan lists the form fee, the Memorandum and Articles fees, PAN and TAN, with no DIN line. Asking for the company's bank account through SPICe+ carries no additional government fee, and a name reserved first is held for 20 days from approval, extendable to 40 or 60 days for Rs 1,000, Rs 2,000 or Rs 3,000. A separate DIN application, for example for a director added after incorporation, costs Rs 500 under the consolidated Table of Fees.

How much is stamp duty in each state?

Stamp duty on the Memorandum and Articles of Association is a state levy, set by the state where the company has its registered office, and Maharashtra, Karnataka and Tamil Nadu have each changed it since the start of 2024:

• Maharashtra: Rs 1,000 on the Memorandum filed with the Articles, and 0.3% of share capital on the Articles, capped at Rs 1 crore, under the Maharashtra Stamp Act as it stood on 8 April 2025.
• Karnataka: Rs 5,000 on the Memorandum filed with the Articles, and Rs 5,000 for every Rs 10 lakh of share capital or part of it on the Articles, capped at Rs 1 crore, under Karnataka Act 4 of 2024, in force from 3 February 2024.
• Tamil Nadu: Rs 200 on the Memorandum, and Rs 500 for every Rs 10 lakh of authorised capital or part of it on the Articles, capped at Rs 5 lakh, under Tamil Nadu Act 13 of 2024, published on 3 May 2024.
• Haryana: under Haryana's 2018 stamp amendment, the Memorandum filed with the Articles carries Rs 500, and the Articles carry Rs 1,000 where authorised capital does not exceed Rs 1 lakh and Rs 2,000 above that (Rs 1,500 or Rs 2,500 for the two together).

At each level of authorised capital, the duty on the Memorandum and Articles only comes to:

Which costs come from the parent being foreign?

Four lines exist because the parent is a foreign company: a director who stays in India, two reports to the Reserve Bank of India (RBI), the apostille on the parent's documents and signature certificates for foreign directors.

Section 149(3) of the Companies Act, 2013 requires every company to have at least one director who stays in India for a total of at least 182 days in the financial year, and for a newly incorporated company the requirement applies proportionately at the end of the financial year in which it is incorporated. When none of the parent's own people will spend that long in India, LegalJini supplies a resident director for the company at USD 500 a month, inside its USD 1,000 monthly compliance fee, and no one from the parent company needs to visit India.

The company reports the shares it issues to the parent in Form FC-GPR within 30 days of the date the shares are issued, and files the annual return on Foreign Liabilities and Assets (FLA) by 15 July every year, under the RBI's Master Direction on reporting under the Foreign Exchange Management Act (FEMA), updated on 1 October 2026. The RBI's late submission fee is Rs 7,500 for a late FLA return, and for a late FC-GPR it is Rs 7,500 plus 0.025% of the amount involved for each year of delay, capped at the amount involved. For how the reporting works, see the FEMA filings after incorporation.

A parent based outside India signs the Memorandum and Articles physically, and they go with the SPICe+ form as apostilled attachments, as the SPICe+ FAQ sets out. The Hague Apostille Convention has been in force for the United States since 15 October 1981, so a US parent's documents are notarised and apostilled in the United States, at fees charged there.

A director and the professional who certifies the form sign SPICe+ digitally, so a foreign director who signs needs a digital signature certificate. Licensed Certifying Authorities issue DSCs, and they can be private companies, government departments or public sector companies. The Controller of Certifying Authorities says the price may vary from one authority to another, and Certifying Authorities issue DSCs to foreign nationals under section 3 of its Identity Verification Guidelines.

What does the company pay to run in its first year?

Each form the company files with the Registrar of Companies (RoC) carries a filing fee set by its capital, and a form filed late adds a fee for every day of delay. These are the first-year lines that carry a government amount or a statutory date:

INC-20A, AOC-4 and MGT-7 each carry the normal filing fee from the Table of Fees, which rises with nominal capital: Rs 200 a form below Rs 1 lakh, Rs 300 from Rs 1 lakh, Rs 400 from Rs 5 lakh, Rs 500 from Rs 25 lakh and Rs 600 from Rs 1 crore, so a company with Rs 15 lakh of capital pays Rs 400 a form. AOC-4 and MGT-7 are the annual filings with the Registrar of Companies. The Rs 100 a day for either one filed late comes from the same table, and sections 137(3) and 92(5) of the Companies Act add penalties on top: Rs 10,000 plus Rs 100 a day while the failure continues, capped at Rs 2 lakh for the company, with separate penalties of up to Rs 50,000 on the directors or officers responsible.

Until a director files the commencement declaration, confirming that the subscribers have paid for their shares, a company with share capital may not start business or borrow, under section 10A of the Companies Act. If no declaration is filed within 180 days and the Registrar has reasonable cause to believe the company is not carrying on business, the Registrar may start action to remove its name from the register.

The company's profession tax comes from the schedule its state's tax department publishes: Maharashtra's schedule as on 31 March 2025 charges companies under entry 18, Karnataka's schedule under entry 10 and Telangana's under entry 20, and Haryana's position comes from a memo of its Excise and Taxation Department dated 8 July 2019. Directors may also be liable, at Rs 2,500 a year each in Maharashtra under entry 5, and in Telangana for directors drawing remuneration from the company, also under entry 5; the company's adviser confirms whether that reaches your directors.

The statutory audit is mandatory for every company, whatever its size: the Board's appointment of the first auditor falls under section 139(6) of the Companies Act, and the members appoint an auditor at the first AGM. Audit firms quote the audit fee, and accounting and company secretarial work are priced by whoever provides them.

After the first year, the company files AOC-4, MGT-7 and the FLA return and pays profession tax every year, reports each later issue of shares to the parent in FC-GPR, and files director KYC once every three years. The commencement declaration and the incorporation lines do not recur.

What does LegalJini charge?

LegalJini charges a one-time fee of USD 1,500 to set up a foreign company's Indian subsidiary, and the fee includes the foreign direct investment (FDI) and FEMA filings. Goods and Services Tax (GST) registration and the Letter of Undertaking (LUT) are part of the same subsidiary set-up service. Ongoing compliance costs USD 1,000 a month, and the resident director is part of that fee. Incorporation takes 45 days from the date LegalJini receives the documents, and the bank account a further 15 days.

Ask LegalJini what each fee covers for your company. Choose the authorised capital the company needs for the shares your parent will take, and the state of its registered office, since those two choices set the government's bill. Then write to LegalJini by email or through the callback form on the website, with both choices in the message; LegalJini replies to every enquiry within 12 hours.