Incorporation and Initial Subscription

• At the time of incorporation, the foreign parent’s details are recorded in the SPICe+ incorporation form.
  
• The parent’s shareholding is mentioned in the Memorandum of Association (MOA) and Articles of Association (AOA).
  
• Share application money is remitted by the foreign parent through proper banking channels.
  
• The Registrar of Companies (ROC) records this initial subscription as part of the incorporation filings.
  
• The parent’s name, address, nationality, and number of shares are disclosed in the Register of Members.
  

Filing of Form FC-GPR

• After allotment of shares, the subsidiary must file Form FC-GPR (Foreign Currency – Gross Provisional Return) with the Reserve Bank of India (RBI).
  
• This form must be filed within 30 days of the share allotment through the FIRMS portal.
  
• Supporting documents include a valuation certificate, board resolution, shareholder resolution, and KYC from the foreign bank.
  
• RBI issues a Unique Identification Number (UIN) to track the foreign investment.
  
• Non-filing of FC-GPR can result in penalties and affect future investment approvals.
  

Maintenance in Statutory Registers

• The subsidiary maintains the Register of Members (Form MGT-1) and Register of Foreign Shareholders, showing the foreign parent’s shareholding.
  
• Entries include the number and class of shares, date of allotment, folio number, and contact details.
  
• Any transfer, transmission, or change in holding must be updated promptly.
  
• Shareholding must also be disclosed in the Register of Beneficial Owners if applicable.
  
• Share certificates are issued to the foreign parent and entries are validated through company records.
  

Annual Disclosures and ROC Filing

• The shareholding pattern is disclosed annually in Form MGT-7 (Annual Return) filed with the ROC.
  
• Changes in shareholding due to allotment or transfer are reflected in Form PAS-3 filed within 15 days of such change.
  
• Foreign shareholding is disclosed in the financial statements under Notes to Accounts.
  
• Consolidated financials of the parent may also reflect the investment in the Indian subsidiary.
  
• The subsidiary may require Form MGT-6 filing if the parent is holding shares as a registered member but not as a beneficial owner.
  

Compliance with FEMA and FDI Norms

• The foreign parent’s shareholding must comply with the Foreign Direct Investment (FDI) Policy and FEMA regulations.
  
• Sectoral caps, automatic or approval routes, and pricing guidelines must be observed.
  
• Any further acquisition or transfer of shares must be reported in Form FC-TRS.
  
• Repatriation of capital or dividends to the foreign parent must also be reported as per RBI norms.
  
• Shareholding and remittance details must match across corporate, banking, and regulatory records.