A Singapore company can incorporate an Indian private limited subsidiary through the SPICe+ process with the Registrar of Companies. Board resolutions and subscriber documents are signed in Singapore before a notary and apostilled by the Singapore Academy of Law. The subsidiary needs at least two directors, one of them resident in India. Share capital comes in under FEMA's automatic route in most sectors and is reported on the FIRMS portal within the deadline.
- Document route
- Singapore notary public, then apostille from the Singapore Academy of Law
- Time difference
- Singapore is 2h30 ahead of IST all year
- Vehicle
- Private limited company
- Approval
- Automatic route in most sectors
Indian Subsidiary Setup from Singapore: how it works
We start with structure: whether a subsidiary, branch or liaison office suits the business, the sector rules under the FDI Policy, and whether Press Note 3 applies to any beneficial owner. We reserve the name and prepare the memorandum, articles and incorporation forms. The Singapore parent passes a board resolution authorising the investment and appointing its nominee; the resolution, the parent's certificate of incorporation and constitution are notarised in Singapore and apostilled. Directors obtain digital signature certificates and director identification numbers, and the resident director is identified early.
Once incorporated, the subsidiary opens a bank account, receives share capital from Singapore through banking channels, and issues shares within the time allowed. The issue is reported to the RBI in Form FC-GPR on the FIRMS portal, with a valuation certificate and KYC from the remitting bank. We then set up ongoing compliance: annual returns, board meetings, statutory registers, the annual foreign liabilities and assets return, transfer pricing documentation and GST registration if needed. The Singapore parent's directors can attend board meetings by video.
What clients in Singapore should know
- Where the Singapore holding company has investors from China or Hong Kong with Chinese beneficial ownership, government approval under Press Note 3 may be required before investing.
- Payments from the Indian subsidiary to Singapore, such as management fees and royalties, attract Indian withholding tax and transfer pricing scrutiny, so intercompany agreements should be in place from day one.
- Treaty benefits under the India-Singapore agreement depend on genuine commercial substance in Singapore, so the parent should not be a mere conduit.
Step by step from Singapore
Video consultation
A call at a time that suits Singapore, after we have read your documents.
Documents signed in Singapore
Singapore notary public, then apostille from the Singapore Academy of Law
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 Singapore where needed.
The full guide
This page covers what changes when you are in Singapore. 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 Singapore and the Doing Business in India practice area.
Questions from clients in Singapore
How long does incorporation take?
Once documents are ready and apostilled, incorporation often takes a few weeks. Bank account opening and capital infusion follow.
Can a Singapore director be the only director?
No. An Indian private company needs at least two directors, and at least one must have stayed in India for 182 days or more in the relevant year.
Is a nominee resident director allowed?
Yes, many groups appoint a trusted employee or professional as resident director, but that person carries real legal duties and should be properly briefed and indemnified.