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June 7, 2025
Ideal Business Structure for Foreigners in India: Subsidiary vs Joint Venture?
Introduction
Foreign entrepreneurs seeking to enter the Indian market often face a critical decision: Should they form a Wholly Owned Subsidiary or enter a Joint Venture with an Indian partner? Choosing the correct structure impacts legal compliance, ownership, taxation, and operational control. This article compares both models to help you identify the most suitable option for your business goals.
What is a Wholly Owned Subsidiary in India?
A Wholly Owned Subsidiary (WOS) is a company incorporated in India that is 100% owned by a foreign parent company. It is considered a domestic Indian company under the Companies Act, 2013, and follows standard tax and compliance regulations applicable to Indian companies.
Key Features:
- 100% foreign shareholding allowed in sectors under the automatic route
- Independent legal identity and liability protection
- Registered as a Private Limited Company under Indian law
- Eligible for benefits available to Indian resident companies
The information is Sourced from: Ministry of Corporate Affairs
What is a Joint Venture in India?
A Joint Venture (JV) is a partnership between a foreign company and an Indian company. The two parties contribute equity and share responsibilities, management control, and profits, usually through a jointly incorporated entity.
Key Features:
- Shared ownership between Indian and foreign entities
- Used in sectors with FDI restrictions or local partnership requirements
- Requires a well-defined JV Agreement outlining roles, capital, and profit-sharing
- Helps foreign companies leverage local networks and market expertise
Source: FDI Policy – DPIIT, Government of India
Key Differences: Subsidiary vs Joint Venture
| Feature | Wholly Owned Subsidiary | Joint Venture |
|---|---|---|
| Ownership | 100% Foreign Company | Shared between foreign and Indian parties |
| Control | Full control by foreign entity | Joint control |
| Market Access | Slower, independent setup | Faster with local support |
| Risk | Entirely borne by foreign investor | Shared between both parties |
| Brand Autonomy | Retained | May require brand alignment |
| Legal Complexity | Standard incorporation | Requires a comprehensive JV Agreement |
Benefits of Setting Up a Wholly Owned Subsidiary
- Full operational and financial control
- No Indian shareholder requirement
- Eligible for government schemes for domestic companies
- Limited liability for foreign investors
- Easier profit repatriation post-tax payment
Benefits of a Joint Venture with an Indian Partner
- Strategic local partnerships offer market insights
- Lower initial investment and shared risk
- Faster regulatory approvals in restricted sectors
- Access to existing customer base and supply chains
Process to Set Up a Wholly Owned Subsidiary in India
- Name Approval via MCA SPICe+ Form
- Obtain Digital Signature Certificate (DSC) for directors
- Apply for Director Identification Number (DIN)
- Draft and file MoA & AoA
- File SPICe+, AGILE-PRO, and other linked forms
- Open an Indian bank account and bring in capital
- Submit FC-GPR to RBI via FIRMS Portal
- Register for PAN, TAN, and GSTIN
Process to Form a Joint Venture in India
- Identify and vet a suitable Indian partner
- Draft and sign a Memorandum of Understanding (MoU)
- Prepare a legally binding JV Agreement
- Select a business entity: Pvt Ltd, LLP, or others
- Register the JV under Companies Act, 2013
- Comply with sector-specific FDI rules
- Obtain necessary tax and regulatory registrations
Which Structure is Better?
| Business Goal | Ideal Choice |
|---|---|
| Long-term investment | Wholly Owned Subsidiary |
| Quick market entry | Joint Venture |
| Full brand and financial control | Wholly Owned Subsidiary |
| Need for local expertise | Joint Venture |
| Sector under automatic FDI route | Wholly Owned Subsidiary |
| Sector with FDI restrictions | Joint Venture |
Suggested Read :
Holding and Subsidiary Company in India
How to start a Subsidiary Company in India?
Foreign Subsidiary Company Compliance in India
Branch Office vs Indian Subsidiary
Shareholding rights of a subsidiary company
FAQs
Can a foreign company own 100% of an Indian company?
Yes, under the automatic route in most sectors.
What is the time required to register a subsidiary in India?
Around 10–15 business days, subject to documentation.
Are there any minimum capital requirements?
No minimum capital requirement unless sector-specific norms apply.
Can profits from an Indian subsidiary be repatriated?
Yes, after payment of applicable Indian taxes and RBI reporting.
Do all sectors allow 100% foreign ownership?
No, sectors like defense, multi-brand retail, and telecom have restrictions.
What is a JV Agreement?
A contract that defines ownership, roles, liabilities, and dispute mechanisms between partners.
Can a JV later become a subsidiary?
Yes, through share acquisition and restructuring.
Is Indian residency required for directors?
At least one director must be an Indian resident for company registration.
How are subsidiaries taxed in India?
As domestic companies under the Income Tax Act, 1961.
Is RBI approval required for forming a subsidiary?
Not under the automatic route, but reporting under FEMA is mandatory.
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June 7, 2025 By Team Ebizfiling
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