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HOME START-MANAGE-BUSINESS MANAGE-BUSINESS INDIAN SUBSIDIARY REGISTRATION Indian Subsidiary Registration Updated on: Oct 12th, 2021 | 6 min read social icons social icons social icons social icons CONTENTS[Show] A subsidiary company is a company whose control lies with another company. The company that holds the control is termed a Parent Company or Holding Company. The Holding company owns a majority of the shares of the subsidiary company, and hence it can exercise control as the major shareholder. The holding company holds an interest in the subsidiary company. The company in which the holding company holds 100% share capital is termed as a wholly-owned subsidiary. The subsidiary company can be either established or acquired by the holding company. Definition of a Subsidiary Company As per Section 2 (87) of the Companies Act 2013, a subsidiary company” or “subsidiary”, about any other company (that is to say the holding company), means a company in which the holding company: (i) controls the composition of the Board of Directors; or (ii) exercises or controls more than one-half of the total share capital Either on its own or together with one or more of its subsidiary companies: Provided that such class or classes of holding companies as may be prescribed shall not have layers of subsidiaries beyond such numbers as may be prescribed. Explanation- For this clause— (a) a company shall be deemed to be a subsidiary company of the holding company even if the control referred to in sub-clause (i) or sub-clause (ii) is of another subsidiary company of the holding company; (b) the composition of a company’s Board of Directors shall be deemed to be controlled by another company if that other company by exercise of some power exercisable by it at its discretion can appoint or remove all or a majority of the directors; (c) the expression “company” includes any body corporate; (d) “layer” about a holding company means its subsidiary or subsidiaries. The above definition includes all the below-mentioned types of holdings: Company A holds more than 50% of the share capital in Company B. Company A holds the power to appoint or remove the majority of the directors of Company B. Company A holds more than 50 % share capital in Company B; Company B holds more than 50% share capital in Company C, then Company A is Holding company to both B and C. Company X has the right to modify Company Y’s directorship structure; Company Y holds similar rights in Company Z, and Company X is the parent company to both Y and Z. Registration of a Subsidiary Company Application in the prescribed form: SPICe+ Form, which is an integrated form for the reservation of name and other services, is to be filled for the registration of subsidiary companies.SPICe+ form has two parts: – Part A – Name Reservation (New Companies) Part B: 1. Incorporation of Company 2. Application For DIN 3. PAN and TAN Application 4. EPFO and ESIC Registration 5. GSTIN Application 6. Bank Account Opening 7. Professional Tax Registration(Applicable to Companies in Maharashtra) Document upload: The following are the documents that will be required for the filing of the application. The documents are the same as required for the incorporation of the company: a. Company Related – Memorandum of Association and Articles of Association – Proof of Address of registered place of Business that is if the rented property, then rent agreement, and if the owned property then copy of ownership documents – Copy of Utility Bills – Copy of resolution passed by the promoter company – Capital Layout of the company – Copy of certificate of incorporation in case of foreign corporate b. Directors and Shareholders Related – Digital Signature Certificate (DSC) and Director Identification Number (DIN) for the directors and designated shareholders – Proof of identity and address for Directors and Shareholders – Photographs of Directors and Shareholders – The interest of first directors in other entities. – Declaration by Directors and Shareholders