A Japanese kabushiki kaisha can incorporate an Indian private limited company under the automatic route in most sectors. The parent's board resolution is notarised by a koshonin and apostilled, and its certificate of registered matters is apostilled by the Ministry of Foreign Affairs. One director must be resident in India. After incorporation the parent remits capital, shares are allotted within sixty days, and Form FC-GPR is filed through the bank. The company is usually formed within three to five weeks of receiving documents.
- Document route
- Japanese notary (koshonin), then MOFA apostille
- Time difference
- IST is 3h30 behind Japan all year (no daylight saving)
- Vehicle
- Private limited company
- Approval
- Automatic route in most sectors
Indian Subsidiary Setup from Japan: how it works
We agree the structure with your head office first: wholly owned company or joint venture, authorised and paid-up capital, Indian directors, the financial year and whether the company will import, manufacture or provide services. Because a private company needs two shareholders, Japanese groups normally use a second group entity or a nominee employee. We prepare the board resolution, the consent of the proposed directors and the subscriber documents, all in English with a convenience translation if you want one. The representative director signs before a koshonin, and the bundle is apostilled together with the certificate of registered matters.
In India we reserve the name, obtain digital signature certificates for the directors on the basis of apostilled passports, and file the integrated incorporation form, which also produces the PAN and TAN. We then help open the bank account and receive the share capital from Japan. Allotment, FC-GPR reporting and the first statutory registers follow. For joint ventures, the shareholders' agreement is the critical document: deadlock clauses, exit rights and pricing must comply with FEMA pricing rules and be enforceable in India, not just under Japanese practice.
What clients in Japan should know
- The Japanese parent's certificate of registered matters is a public document and goes straight to the Ministry for an apostille, without a notary.
- Dividends from the Indian company to Japan can benefit from the India and Japan tax treaty once a residence certificate and Form 10F are in place.
- Japanese groups often second managers to India; their employment visas, Indian tax and social security position under the India and Japan social security agreement should be planned before they arrive.
Step by step from Japan
Video consultation
A call at a time that suits Japan, after we have read your documents.
Documents signed in Japan
Japanese notary (koshonin), then MOFA apostille
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 Japan where needed.
The full guide
This page covers what changes when you are in Japan. 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 Japan and the Doing Business in India practice area.
Questions from clients in Japan
Does the Japanese parent need an Indian bank account before incorporation?
No. The Indian company opens its own account after incorporation, and the parent remits capital to it through normal banking channels.
Can all directors of the Indian company live in Japan?
No. At least one director must have stayed in India for 182 days or more in the financial year. The others can be in Japan and attend board meetings by video.
Is a joint venture with an Indian partner treated differently?
The incorporation process is the same, but the shareholders' agreement and any share transfers between the partners must follow FEMA pricing guidelines and reporting.