The first 90 days of a foreign-owned company in India: what is due, and when

Short answer: in the first 30 days a new Indian subsidiary holds its first board meeting, appoints its first auditor and files ADT-1, and opens its statutory registers. Within 30 days of issuing shares to the parent it files FC-GPR with the RBI. Within two months it issues share certificates. Within 180 days it files INC-20A, and until then it cannot commence business or borrow. GST, professional tax, shops and establishments, PF and ESI each follow their own trigger, and the intercompany agreement and transfer pricing policy belong in place before the first invoice to the parent.

The dated checklist

The example assumes a company incorporated in Bengaluru on 2 November 2026, with the parent's subscription money arriving on 9 November and the board confirming the subscriber shares on 12 November.

And what follows the first 90 days:

What arrives with the certificate

The SPICe+ bundle does more than incorporate the company. The certificate of incorporation arrives with the company's PAN and TAN, the tax deduction account number it needs before deducting tax on salaries or supplier payments. Through AGILE-PRO-S the company also gets its EPFO establishment code and ESIC employer code, a bank account, and, for a Karnataka company, professional tax enrolment. GST is optional at this stage.

Having a code is not the same as being liable. The codes are allotted up front; contributions and returns start when the thresholds below are crossed.

The board's first month

The first board meeting, within 30 days of incorporation, is where the housekeeping gets approved: the auditor, the bank mandate, the registered office, the confirmation of subscriber shares, the authorised signatories and, usually, the intercompany agreement.

The first auditor is appointed by the board within 30 days under Section 139(6). If the board does not act, the members must do so within 90 days. For companies incorporated on or after 14 July 2025, ADT-1 must be filed for the first auditor too, within 15 days of appointment. A good deal of guidance still says otherwise.

Statutory registers start on day one: the register of members, the register of directors and key managerial personnel, the register of contracts in which directors are interested, the register of charges and the register of significant beneficial owners. A parent's auditors and any later acquirer's due diligence will ask for them.

Directors' KYC has moved to once every three financial years in Form DIR-3 KYC Web, due by 30 June, under rules in force since 31 March 2026. Foreign directors often cannot receive portal OTPs on foreign mobile numbers. MCA has added an IVR route, and a helpdesk ticket clears most cases.

Share capital: money in, FC-GPR, certificates

The parent's subscription money has to arrive by inward remittance, and the issue has to be reported to the RBI in FC-GPR within 30 days. When the 30 days starts for subscriber shares is not settled, because the Companies Act treats the shares as allotted on incorporation while FEMA issues shares only against money received. Shortening the gap between incorporation and the remittance keeps the question small. The full sequence is in bringing in the share capital and filing FC-GPR.

Share certificates go to the subscribers within two months of incorporation, and to later allottees within two months of allotment.

Demat is coming. A subsidiary of any company, Indian or foreign, is excluded from the definition of a 'small company' in Section 2(85), whatever its size. So Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, which requires dematerialised securities for private companies other than small companies, reaches it. On our reading, a subsidiary incorporated in 2026-27 must comply within 18 months after the year ending 31 March 2027, which is by 30 September 2028. After that date it can issue further securities only in demat form. The foreign parent will need an Indian PAN and a demat account, and both take time to arrange from abroad, so start early.

INC-20A: the 180-day line

The declaration of commencement of business under Section 10A confirms that every subscriber has paid for its shares. It is filed in INC-20A within 180 days of incorporation, with proof of payment, which for a foreign parent is the bank credit or FIRC. Until it is filed, the company cannot commence business or exercise borrowing powers. That includes drawing on a loan from the parent.

The penalty is ₹50,000 on the company and ₹1,000 a day on each officer in default, up to ₹1,00,000. The Registrar may also treat the company as not carrying on business and move to strike it off. The fix is simple: remit early, file early.

Tax registrations

GST. A company must register within 30 days of becoming liable, whether by crossing the turnover threshold or by falling into a compulsory category. An Indian subsidiary exporting services to its parent often registers from the start, so that it can file a letter of undertaking and claim refunds of input tax. The process and the stock-credit trap are covered in GST registration and the 30-day trap.

Where all the signatories are foreign. Aadhaar is available only to residents. The CGST Act allows the government to exempt classes of person from Aadhaar authentication, and Notification 03/2021 exempts a person who is not a citizen of India. Under Rule 8(4A), an applicant who does not authenticate goes through photographing and verification of original documents at a GST Suvidha Kendra, which a director abroad cannot attend. On top of that, on 8 September 2026 the Delhi High Court, in an interim order in Neha v Union of India, directed that no GST registration be granted without biometric Aadhaar authentication. How that order applies to companies whose signatories are all non-citizens has not been settled. The workable course, and what most subsidiaries do, is to make the resident director the primary authorised signatory for GST.

Professional tax. Karnataka's professional tax covers both the company's own enrolment and its obligation to deduct tax from salaries. For a Karnataka company the enrolment comes through AGILE-PRO-S; deduction starts with the first payroll.

TDS. From the first payment to a supplier or employee, tax is deducted under Section 393 (non-salary) and Section 392 (salary) of the Income-tax Act 2025. Payments to the parent are deducted under Section 393(2).

Employees

Karnataka shops and establishments. Registration on e-Karmika is due within 30 days of commencing business. See shops and establishments registration in Karnataka.

PF and ESI. The Code on Social Security, 2020, in force since 21 November 2025, now carries both schemes. Provident fund applies once 20 or more employees are employed. ESI applies once 10 or more are employed, and covers employees earning up to ₹21,000 a month. A subsidiary that hires quickly can cross both within its first quarter.

Foreign employees on the Indian payroll need a separate check. The provident fund scheme has specific provisions for international workers, and a social security agreement with the home country may change the answer.

The parent relationship from day one

Almost every Indian subsidiary starts life invoicing its parent or paying it: for software development, back-office services, a secondee's salary cost, a brand licence. Each of those is an international transaction between associated enterprises from the first invoice.

Two documents belong in place before that invoice:

1. An intercompany agreement: the services, the pricing method, invoicing, payment terms, intellectual property and termination.
2. A transfer pricing policy: the arm's length method, usually cost plus a mark-up for a service provider, and the benchmarking that supports it.

The accountant's report is Form 3CEB under Section 92E of the 1961 Act for years up to 2025-26. From tax year 2026-27 it is Form 48 under Section 172 of the Income-tax Act 2025, due 31 October after the year-end. For a subsidiary incorporated in November 2026, the first report is Form 48, due 31 October 2027. The deduction, withholding and GST reverse-charge questions on payments to the parent are in management fees and royalty paid to a foreign parent.

Significant beneficial owners

Section 90 of the Companies Act looks through the foreign parent to the individuals who ultimately own or control it. Each significant beneficial owner declares that in BEN-1 to the company, within 30 days of acquiring the position. The company files BEN-2 with the ROC within 30 days of receiving it, and can issue BEN-4 to compel the information. Working out who the SBO is through a foreign chain is the hard part: see significant beneficial owners when a foreign parent owns the company.

From the first year-end onward, the recurring dates are in the Indian subsidiary compliance calendar.

This checklist describes the position for a private company incorporated in Karnataka as at September 2026. It is a general framework, not advice for a particular company. Several points turn on facts: when business actually commences, when GST liability arises, employee numbers and whether a social security agreement applies. The GST position for foreign signatories is subject to a pending High Court matter, so confirm the current position on each portal, and with the relevant authority, before relying on a date.