A Hong Kong company can incorporate a wholly owned Indian private limited company, usually with a nominee second shareholder from the same group. The board resolution, Companies Registry extract and director identity documents are notarised and apostilled in Hong Kong. Before capital is invested, the beneficial ownership must be checked against Press Note 3, because government approval is needed where any owner is from mainland China. Incorporation itself then takes about two to four weeks after documents arrive.
- Document route
- Hong Kong notary, then apostille from the High Court
- Time difference
- IST is 2h30 behind Hong Kong all year (no daylight saving)
- Vehicle
- Private limited company
- Approval
- Automatic route in most sectors
Indian Subsidiary Setup from Hong Kong: how it works
We start by drawing the ownership chain up to the ultimate individuals, because that decides whether the investment goes through the automatic route or needs prior government approval. We then reserve the name, prepare the memorandum and articles and draft the board resolution of the Hong Kong parent. The parent's directors sign before a Hong Kong notary, and the High Court registry apostilles the resolution, the certificate of incorporation and a current extract from the Companies Registry. Foreign directors of the Indian company obtain a digital signature certificate using their apostilled passport and address proof.
In India we file the incorporation forms with the Ministry of Corporate Affairs, obtain PAN and TAN, and help open the bank account. The share subscription money comes in from the Hong Kong parent, the shares are issued within sixty days, and the investment is reported to the RBI on Form FC-GPR through the authorised dealer bank. If Press Note 3 applies, the application to the government must be approved first and timelines stretch to several months. At least one director must have stayed in India for 182 days or more in the financial year, so plan a resident director early.
What clients in Hong Kong should know
- Hong Kong documents in English avoid translation costs, but a Chinese-language company extract or resolution needs a certified English translation before Indian filing.
- Treaty benefits on dividends and fees paid by the Indian subsidiary to a Hong Kong parent depend on genuine substance in Hong Kong, not just a registered office.
- Transfer pricing rules apply to charges between the Indian company and Hong Kong group entities, so intercompany agreements should be in place from the start.
Step by step from Hong Kong
Video consultation
A call at a time that suits Hong Kong, after we have read your documents.
Documents signed in Hong Kong
Hong Kong notary, then apostille from the High Court
Work in India
Our team files, appears and follows up in India, and shares scans of everything filed.
Result and handover
Certified copies and originals are couriered to you in Hong Kong where needed.
The full guide
This page covers what changes when you are in Hong Kong. For the law, the documents and the step-by-step procedure, read our main page on Indian Subsidiary Setup, or see all services for clients in Hong Kong and the Doing Business in India practice area.
Questions from clients in Hong Kong
Can a Hong Kong company be the sole shareholder of an Indian company?
An Indian private company needs at least two shareholders, so groups usually hold one share through a nominee or a second group entity. The nominee is disclosed in the beneficial ownership filings.
Is a Hong Kong investment automatically treated as Chinese under Press Note 3?
The test looks at the investor and the beneficial owner. A Hong Kong parent ultimately owned by people or companies outside China may proceed under the automatic route, but the ownership analysis should be documented.
Can a director based in Hong Kong sign Indian filings?
Yes, with a digital signature certificate issued on the basis of apostilled identity documents. Board meetings can also be held by video.