India Entry · Singapore Parent Companies
Set Up a Subsidiary in India from Singapore
How a Singapore private limited company incorporates a wholly owned Indian subsidiary: ACRA documents and apostille, the resident director rule, the FDI automatic route, FC-GPR and FLA reporting, and transfer pricing with the parent.
Reviewed by CA Rushil C S, Chartered Accountant · Updated
Key facts
- Usual structure
- Singapore parent holds all or nearly all shares of an Indian private limited company, with a nominee as the second shareholder.
- Directors
- At least two, with at least one who has stayed in India for 182 days (section 149(3), Companies Act, 2013), subject to the current rules.
- Document legalisation
- Apostille under the Hague Apostille Convention, to which Singapore has been a party since 2021 and India since 2005.
- FDI approval
- None under the automatic route in permitted sectors, subject to the sectoral limits in the current FDI policy.
- RBI reporting
- Form FC-GPR within 30 days of share allotment; annual FLA return by 15 July, subject to the current rules.
- Treaties
- India–Singapore Double Taxation Avoidance Agreement and CECA, subject to the current rules.
How does a Singapore company set up a wholly owned subsidiary in India?
Yes. A Singapore company can own 100% of an Indian private limited company under the automatic route where the sector permits, subject to the sectoral limits in the current FDI policy. It needs two directors, one resident in India, apostilled documents and an FC-GPR filing within 30 days of allotment.
What do we handle for a Singapore parent setting up in India?
Structure and FDI Route Check
We confirm whether your activity falls under the automatic route and recommend the shareholding and director structure, including a subsidiary compared with a branch office where relevant.
Document List and Apostille Guidance
We give your Singapore team a precise list of documents to notarise and apostille, with drafts of the board resolution and authorisation letter for India.
DSC, DIN and SPICe+ Filing
We obtain directors' digital signatures, reserve the name, draft the MOA and AOA, and file SPICe+ with the Registrar of Companies.
Bank Account and Capital
We coordinate the current account opening, the remittance of share capital from Singapore, the remittance documents and the allotment of shares.
FC-GPR and First-Year Compliance
We prepare FC-GPR, the commencement of business declaration, and set up GST, payroll and TDS so the company can start operating.
Transfer Pricing Support
We help set the intercompany agreement, prepare Indian transfer pricing documentation, and give your Singapore adviser the Indian figures they need.
How does a Singapore company set up its Indian subsidiary step by step?
- 1
Confirm activity and structure
Check the FDI policy for your sector, decide the shareholding, and identify two directors including one who meets the 182-day India stay test.
- 2
Notarise and apostille documents in Singapore
Have resolutions and copies notarised in Singapore, then apostilled by the competent authority, and send the originals to India.
- 3
Obtain DSCs and reserve the name
Directors' digital signature certificates are issued and the proposed name is reserved through SPICe+ Part A on the MCA portal.
- 4
File SPICe+ for incorporation
SPICe+ Part B, the MOA and AOA and the linked forms are filed; on approval the company receives its certificate of incorporation, PAN and TAN.
- 5
Open the bank account and remit capital
The company opens a current account with an authorised dealer bank, the Singapore parent remits the subscription money, and shares are allotted.
- 6
File FC-GPR and start operations
FC-GPR is filed within 30 days of allotment, the commencement declaration is filed, and GST, payroll and the intercompany agreement are put in place.
What documents does a Singapore parent need, and how are they legalised?
Singapore and India are both parties to the Hague Apostille Convention. Singapore became a party in 2021, so documents issued in Singapore can be legalised by an apostille from the competent authority in Singapore instead of consular attestation, subject to the current rules. Private documents, such as a board resolution, are first notarised in Singapore. Before filing, the Ministry of Corporate Affairs portal at mca.gov.in sets out the company forms that these documents support.
| Document | What it is | Legalisation |
|---|---|---|
| Certificate of incorporation of the Singapore parent | Issued by ACRA, confirming the parent is registered and its registration number. | Apostille by the competent authority in Singapore, subject to the current rules. |
| Latest ACRA business profile | Shows the registered office, directors and shareholders as recorded with ACRA. | Obtained from ACRA; apostilled where the Indian bank or Registrar requires it. |
| Constitution of the parent | Current constitutional documents of the Singapore parent. | Certified copy, notarised in Singapore, then apostilled. |
| Board resolution of the parent | Approves the investment, names the subscriber, the nominee shareholder and the authorised signatory for India. | Signed by a director, notarised in Singapore, then apostilled. |
| Latest financial statements of the parent | Shows the parent's financial position, used for the investment record and the bank's due diligence. | Certified copy; apostille where required. |
| Details and passports of foreign directors | Identity and address proof for the DIN and digital signature certificates. | Notarised copies, then apostilled. |
Does the Indian subsidiary need a director who lives in India?
Section 149(3) of the Companies Act, 2013 requires every company to have at least one director who has stayed in India for a total of 182 days in the previous calendar year, subject to the current rules. The Act also contains provisions for companies that have not yet carried on business, and we confirm which applies at incorporation. The Singapore-based directors do not need to travel to India to incorporate; they sign with digital signature certificates and attend board meetings by video. The resident director carries the same duties as other directors, so clear appointment terms and a regular reporting pack are important.
Is the investment covered by the automatic route?
Many activities, including software and IT-enabled services, consulting, research and several kinds of manufacturing, are open to 100% foreign investment under the automatic route. Some sectors carry caps, conditions or government approval, so we check your activity against the sectoral limits in the current FDI policy and the FEMA (Non-debt Instruments) Rules. We also review the beneficial owners of the Singapore parent. Investment where a beneficial owner is situated in, or is a citizen of, a country sharing a land border with India requires government approval in every sector, so the full ownership chain is checked at the start.
What FEMA and RBI reporting follows the investment?
The foreign investment is reported to the RBI through Form FC-GPR within 30 days of share allotment, subject to the current rules. Later transfers of shares are reported on Form FC-TRS, and the annual Foreign Liabilities and Assets (FLA) return is due by 15 July, subject to the current rules. Remittances of dividends, royalties or fees to the Singapore parent may need Forms 15CA and 15CB. Our FEMA and RBI compliance service prepares these filings on a calendar agreed with your finance team.
How are payments to the Singapore parent documented for transfer pricing?
Services, royalties and cost recharges between the Indian company and the Singapore parent are international transactions between associated enterprises. They must be priced at arm's length, supported by a benchmarking study and documented each year, subject to the current rules. The accountant's report in Form 3CEB is filed with the income tax return where the Act requires it. Our transfer pricing service prepares this documentation alongside the statutory audit.
Which India–Singapore agreements affect the subsidiary?
Two agreements are relevant to an Indian subsidiary owned from Singapore. The treaty affects routine payments made to the parent; the trade agreement matters if your Indian company trades goods or services with Singapore.
| Agreement | What it is | Why it matters |
|---|---|---|
| India–Singapore Double Taxation Avoidance Agreement | Income tax treaty between India and Singapore, with later amendments. | Indian withholding on dividends, interest, royalties and fees paid to the parent, subject to residence and beneficial ownership conditions. |
| Comprehensive Economic Cooperation Agreement (CECA) | Trade and economic agreement between India and Singapore, in force since 2005. | Mainly trade in goods and services; it does not change the FDI Policy or the Companies Act. |
How long does the set-up usually take?
The ranges below are indicative, depends on documents, and are not a commitment. Document legalisation in Singapore is usually the longest step, so it is usually started first.
| Stage | Indicative range | What it depends on |
|---|---|---|
| Activity and structure check | 1 to 3 working days | Sector, shareholding and director choice |
| Documents certified and apostilled in Singapore | 2 to 4 weeks | Notary and apostille turnaround in Singapore |
| Digital signature certificates and name reservation | 3 to 7 working days | Completeness of director KYC |
| SPICe+ incorporation and certificate | 1 to 3 weeks after filing | Registrar of Companies processing |
| Bank account and remittance of capital | 2 to 6 weeks | Bank KYC on the parent and directors |
| FC-GPR filing | Within 30 days of allotment | Timely allotment of shares |
What ongoing compliance does the Indian subsidiary need?
After incorporation, the company files annual returns with the Registrar of Companies, including the financial statements (AOC-4) and the annual return (MGT-7), income tax and GST returns, TDS, and the FEMA reports above. Our India subsidiary compliance and CFO service runs this cycle, and our annual compliance package covers the statutory calendar.
What should a Singapore company check with its Singapore adviser?
We advise on Indian law only. A Singapore adviser handles Singapore matters, including the tax and corporate consequences of holding the Indian company, the parent's own ACRA filings and its Singapore tax position. We supply the Indian figures, filings and documents your Singapore adviser needs, and suggest the two advisers coordinate before the investment is made. Other cross-border questions are covered on our company setup in India for foreign businesses page.
Who is this for?
This page is for Singapore founders and companies expanding into India, and for Indian-origin owners living in Singapore who want to hold an Indian company. If you are comparing other routes, our pages for US companies, UK companies and UAE companies cover similar structures. For personal tax questions of an NRI founder, see our NRI tax services.
How does a Singapore–India working model run day to day?
India Standard Time is 2.5 hours ahead of Singapore, so the working day overlaps for most of the afternoon in India. Our work is handled online from Anna Nagar, Chennai: documents move through a secure portal, filings are signed digitally, and a monthly calendar fixes dates for payroll, the books, GST and TDS. To begin, please contact us with your structure and sector.
Related services
FAQ
Frequently asked questions
Can a Singapore company own 100% of an Indian company?
Yes, where the sector falls under the automatic route in the current FDI policy and within any sectoral limits. A private limited company needs at least two shareholders, so the Singapore parent usually holds all but one share, and a nominee, often a director or another group entity, holds the remaining share. The nominee arrangement should be documented before incorporation.
Do Singapore documents need an apostille for India?
Singapore and India are both parties to the Hague Apostille Convention, so an apostille generally replaces consular attestation, subject to the current rules. Private documents such as a board resolution are first notarised in Singapore. Public documents such as an ACRA certificate go to the competent authority in Singapore for an apostille. We confirm the list before you start.
Does the Indian subsidiary need a director who lives in India?
Yes. Section 149(3) of the Companies Act, 2013 requires at least one director who has stayed in India for a total of 182 days in the previous calendar year, subject to the current rules. Singapore-based directors can sign digitally and join board meetings remotely, but the resident director must meet the stay test. We recommend clear appointment terms.
Which RBI reports follow a Singapore investment?
FC-GPR must be filed within 30 days of share allotment, subject to the current rules. Later share transfers are reported on FC-TRS, and the annual FLA return is due by 15 July, subject to the current rules. Remittances of dividends, royalties or fees to the Singapore parent may need Forms 15CA and 15CB. We prepare these filings each year.
How is pricing with the Singapore parent documented?
Payments between the Indian company and the Singapore parent are international transactions between associated enterprises. They must be priced at arm's length and documented under Indian transfer pricing rules, subject to the current rules. Documentation is prepared each year, and the accountant's report in Form 3CEB is filed with the return where required. Our transfer pricing service prepares this support.
What should a Singapore company check with its Singapore adviser?
We advise on Indian law only. A Singapore adviser handles Singapore matters, including the tax and corporate consequences of holding the Indian company and the parent's own ACRA filings and tax position. We provide the Indian filings, figures and documents your Singapore adviser needs, and suggest the two advisers coordinate before the investment.
How long does the set-up usually take?
Typical timelines are indicative, depends on documents, and are not a commitment. Notarisation and apostille in Singapore often take the longest, followed by SPICe+ incorporation, bank account opening and the remittance of capital. FC-GPR follows allotment within 30 days. A complete document pack and prompt signatures are the main factors that shorten the timeline.
On Google Maps
India Subsidiary for Singapore Companies in Anna Nagar, Chennai
C S Rushil & Co.Old Door No. AP-890, New No. 18, J-Block, 1st Street, 13th Main Rd, Anna Nagar, Chennai - 600040
Plus code: 35PX+9V Chennai, Tamil Nadu
+91 72001 49711 · Monday – Saturday: 9:30 AM – 6:30 PM · Sunday: Closed
Google reviews
What clients say on Google
“I used to find tax compliance confusing and honestly a bit stressful, especially with how often regulations seem to change. Working with C S Rushil & Co has made a huge difference. They simplified everything, explained what actually matters for my business, and handled things smoothly from GST filings to more detailed financial reviews. What I appreciate most is their proactive approach they don’t just react, they guide you ahead of time. It’s given me a lot more clarity and confidence in managing my business finances.”
Gokul D.
GST & financial reviews · posted on Google
“Working with C S Rushil & Co has completely transformed my approach to business; their proactive handling of my GST and TDS filings has replaced monthly deadline stress with total financial clarity.”
Mahalakshmi
GST & TDS filings · posted on Google
“Excellent for ITR and GSTR filing. Professional, responsive and reliable. The entire process was smooth and hassle-free.”
Sughirtha D.
ITR & GSTR filing · posted on Google
15 minutes with a chartered accountant · in person in Anna Nagar or online
Get started
Let's simplify your compliance.
Talk to a chartered accountant in Chennai today — no obligation, no jargon.
No forms · reply on WhatsApp
Ask about India Subsidiary for Singapore Companies
Tap below and WhatsApp opens with your message already typed. A chartered accountant replies in the chat.