Documents a foreign parent company needs to set up an Indian subsidiary: the apostille and notarisation checklist

While your set is being signed and legalised, only the address proofs can go stale. An apostille never expires, and Indian company law sets no validity period for notarised or apostilled documents. A signer's bank statement or utility bill, and the Indian office's utility bill on the filing date, must be no more than two months old, so collect them last.

What documents does a foreign parent need to set up an Indian subsidiary?

An Indian subsidiary is incorporated through SPICe+, the web form of the Ministry of Corporate Affairs (MCA), and registered by the Registrar of Companies (RoC). From the parent itself, the MCA's SPICe+ FAQ asks for a copy of its certificate of incorporation and its board resolution, or the authority its constitutional documents give, with the identity and residential proof of the person it authorises. Rule 16(2)(i) of the Companies (Incorporation) Rules, 2014 adds the parent's registered office address, and the MCA's instruction kit for SPICe+ Part B makes the certificate and resolution mandatory whenever a subscriber is a company incorporated outside India. The full set, by who provides it:

A private company needs at least two subscribers (section 3(1)(b) of the Companies Act, 2013), so a wholly owned subsidiary has a second shareholder beside the parent, an affiliate or an individual. The person who signs for the parent cannot also be a subscriber (Rule 13(4)), so if your chief executive signs for the parent, someone else must be the second subscriber. The company needs at least two directors, all individuals, so the parent itself cannot be one (section 149(1)). At least one director must stay in India for a total of at least 182 days during the financial year (1 April to 31 March); for a new company the requirement applies proportionately at the end of the financial year in which it is incorporated (section 149(3)).

A subscriber or director with neither a DIN nor a PAN also signs Form INC-9, the declaration by subscribers and first directors; when it is signed abroad, the MCA's March 2026 advisory for stakeholders on name reservation and incorporation lists it with the paper MoA and AoA for notarisation and apostille, or consularisation.

Checklists you may have seen add the parent's charter, a list of its directors and shareholders, proof of its own office and a certificate of good standing. None of these is on the MCA's list for a subsidiary, and the charter matters only where the signatory's authority comes from it and the board passes no resolution. Charter documents and a list of directors are what a foreign company files to register a branch, liaison or project office (Form FC-1); a subsidiary is an Indian company and is not registered as a foreign company (MCA FAQ, 24 August 2026). The bank that opens the subsidiary's account runs its own checks on the parent and may ask for more. For the order of filing, see the incorporation steps.

Does your country need an apostille, a notary or the Indian consulate?

Rule 13(5) of the Companies (Incorporation) Rules, 2014 sets three routes for papers signed outside India: notarisation alone in a Commonwealth country, notarisation followed by an apostille in a country where the Hague Apostille Convention applies between it and India, and notarisation authenticated by the Indian embassy or a consulate anywhere else, which the MCA calls consularisation. The route follows the country where each paper is signed, whatever the signer's nationality; for most groups that is where the parent is registered or where the person lives. In the MCA's own example, a South African national who signs in the US has the papers notarised and then apostilled (MCA FAQ, 24 August 2026).

India has been a party to the Convention since 14 July 2005, and the Ministry of External Affairs says a document apostilled by a member country needs no further attestation or legalisation in India. Where the signer is in a Commonwealth country, Rule 13(5)(a) asks for notarisation there; the MCA's FAQ of August 2026 applies this to Malaysia, a Commonwealth country that is also an apostille country: "Apostille is not required." The UK, Canada, Australia and Singapore are Commonwealth members. A director who signs in London therefore uses a UK notary.

The Apostille Convention does not operate between India and Germany: Germany objected to India's accession on 21 April 2005, and the Hague Conference on Private International Law (HCCH) records no withdrawal (Belgium, Finland, the Netherlands and Spain withdrew theirs). The MCA's FAQ of 24 August 2026 says documents originating in Germany need notarisation and consularisation. Germany is itself a party to the Convention, so a German apostille looks valid, but it does not meet India's requirement. A German director who signs in New York follows the US route.

India objected to China's accession on 8 September 2023 (HCCH notification), so the Convention does not operate between India and China even though China joined it in 2023. Directors from countries that share a land border with India, including China, also need security clearance through the e-Sahaj portal before they can get a DIN (MCA FAQ, August 2026). The United Arab Emirates is not among the Convention's 130 Contracting Parties (HCCH status table, last updated 30 June 2026), and the MCA's FAQ sends a Dubai parent's subscription papers through notarisation and consularisation. If a German, Chinese or Emirati affiliate will sign at home as your second subscriber, or a director will sign in one of those countries, plan the consular route for those papers; for any other country, check the status table for membership and for objections either way.

How does a US company get its documents apostilled?

An apostille comes from the state the document comes from (Article 3 of the Convention, in the HCCH Apostille Handbook). A paper notarised in a US state, or issued by one, is apostilled by that state's competent authority, generally the Secretary of State, and a document issued by a federal agency by the US Department of State's Office of Authentications (HCCH list of US authorities). A US parent works in this order:

1. Check the resolution, the MoA and the AoA before anyone signs: an apostille certifies only the signature, the signer's capacity and the seal, and it cures no defect in the content.
2. Order a certified copy of the certificate of incorporation, with an apostille, from the state that incorporated the parent. Delaware's Division of Corporations certifies each filed document separately and will not apostille a one-cover certification.
3. Have the signatory sign the MoA and AoA in person before a notary and a witness, who attests the signature and adds the witness's own name, address, description and occupation (Rule 13(1)), and have the passport copy and the address proof notarised as well.
4. Send the notarised papers to the apostille office of the state whose notary signed them. Delaware will not apostille documents notarised remotely or electronically, and it cannot apostille anything notarised by an out-of-state notary; for any other state, confirm with its apostille office before relying on online notarisation.

A Delaware company whose signatory signs in California therefore needs two apostilles: Delaware's on the certificate of incorporation and California's on the papers notarised there.

How recent must the documents be?

Indian company law sets no validity period for notarised or apostilled documents (MCA FAQ, August 2026), and an apostille does not expire (HCCH Apostille Handbook). The dates that matter are on the underlying papers: the residential proof and the office utility bill must not be more than two months old.

For a subscriber, the limit applies whether the residential proof is a bank statement or an electricity, telephone or mobile bill (Rule 16(1)(n)). The MCA's SPICe+ FAQ sets the same limit for the office utility bill, and the MCA's March 2026 advisory measures the bill's age on the date of filing. For a foreign director's digital signature certificate (DSC), the certifying authority accepts a utility bill issued within three months (Identity Verification Guidelines of the Controller of Certifying Authorities (CCA), v2.6).

Date the address proofs within two months of the day you plan to file; a bill that meets the two-month limit also meets the three-month one.

What must the board resolution and the name application say?

The parent signs the MoA and AoA through a director, officer or employee whom its board authorises by resolution (Rule 13(4)). The MCA rejects a file whose parent resolution leaves out the shares subscribed or the authorised representative (MCA's SPICe+ FAQ), so write it to the standard Rule 16(2)(f) sets for an Indian company that subscribes: authority to subscribe to the memorandum of the proposed company and to invest in it, the number of shares, and the name, address and designation of the person authorised. The MCA's FAQ of 24 August 2026 says a US parent's board resolution for name approval needs no notarisation or apostille: the rules require them for signing the MoA and AoA and for proof of identity.

A new company reserves its name in SPICe+ Part A; RUN (Reserve Unique Name) is the MCA's service for renaming a company that already exists. For a subsidiary of a foreign company, Part A carries a certified copy of the parent's board resolution with an NOC signed by the authorised representative. Filed alone, Part A costs Rs 1,000 and can carry up to two proposed names, of which the Central Registration Centre approves one and holds it for 20 days; the hold can be extended to 40 days for Rs 1,000 or to 60 days for Rs 3,000. Filed together with Part B, it takes a single name.

Rule 8A lets the subsidiary take the parent's original name with "India" or an Indian state or city added, if the name is otherwise available, and treats a name as undesirable when any part of it indicates another legal form, such as Inc., PLC or GmbH: Acme, Inc. becomes Acme India Private Limited. Adding "India" alone does not make a name distinguishable from an existing Indian company, and the parent's authorisation or trademark does not override the name rules; in the MCA's example, a US company called Techshine LLC can be refused Techshine India Pvt Ltd because Techshine Pvt Ltd already exists. Search the company, limited liability partnership (LLP) and trademark registers before you file (checking a name before you apply covers the search), and settle the name before anything is signed: the resolution, the name NOC and the office's NOC and lease all refer to the proposed company.

In April 2026 the MCA published draft amendments to the Incorporation Rules (comments closed on 9 May 2026); among other things they would raise the number of directors who can get a DIN through SPICe+ from three to five and rewrite the name and subscriber-document rules (Fox Mandal's note on the draft). They had not been notified by 13 October 2026, so the current rules govern a filing.

Why does the Registrar send a file back?

The MCA's SPICe+ FAQ lists the grounds on which it rejects a foreign subsidiary's application, and each can be prevented before filing:

The rules allow two resubmissions to cure defects, and each must be made within 15 days of the application being marked for resubmission (MCA instruction kit for SPICe+ Part B, February 2026). Each SPICe+ attachment can be up to 2 MB, and all attachments together up to 10 MB (MCA instruction kit, February 2026). DINs applied for through SPICe+ Part B stand or fall with it: if Part B is rejected, the DIN applications are rejected too (MCA advisory, March 2026).

Does anyone from the parent need to come to India to sign?

No. Everyone outside India signs on paper where they are, and a director and a professional then sign SPICe+ itself digitally (MCA's SPICe+ FAQ).

With LegalJini, no one from the parent company needs to visit India: a resident director in India from LegalJini's own team is appointed and handles the work on the ground. The role is purely operational and non-managerial: the director signs basic operational documents with the MCA, the bank and the RoC, and only on board approval; the bank account has two signatories; and the director takes no part in the business, can be replaced on notice and needs an indemnity from the parent company.

A foreign national who comes to India to sign needs a valid business visa (Rule 13(5)(d)); a person of Indian origin or an Overseas Citizen of India needs none. A foreign national may sign the MoA and AoA with a DSC only while in India on a valid business visa (MCA FAQ, August 2026). Without a valid business visa, the MCA does not accept a foreign national's electronic MoA and AoA, and physically signed, apostilled copies must be attached.

A foreign director's digital signature certificate is issued after the certifying authority checks the original documents on a video call; the CCA guidelines (v2.6, 16 June 2026) ask for no apostille. A fresh video verification must take place within the last 2 days before each certificate is issued. For the MCA, the same papers are notarised and, when signed in the US, apostilled, so keep both sets ready: originals for the video call, legalised copies for SPICe+. A director who has no DIN applies for one inside SPICe+; the guide to the Director Identification Number covers the number itself.

Start with a list of everyone who will sign, the country where each will sign and the route that country takes. Then order the certified copy of the certificate of incorporation, agree the name, pass the resolution and collect the address proofs last. When LegalJini sets up the subsidiary, incorporation takes 45 days from the date LegalJini receives the documents, and the bank account a further 15 days. Email LegalJini or use the callback form on the website with your list, or read about LegalJini's subsidiary set-up service first; LegalJini replies to every enquiry within 12 hours.

Frequently asked questions

Can a foreigner register a company in India?

Yes. A foreign company or a foreign national can subscribe to an Indian private company, and a foreign national can be one of its directors; the MCA's SPICe+ guidance provides for both. A subscriber from a country that shares a land border with India may need government approval under India's foreign direct investment (FDI) policy.

Does India accept an e-Apostille?

The HCCH says a validly issued e-Apostille carries the same weight as a paper apostille among the Convention's parties. The MCA has not published its own position on e-Apostilles, so where the state offers both, a paper apostille avoids the question.