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Registration of Pvt. Ltd CO. with 100% Foreign holding

Krishna Chalke (Proprietor) (39 Points)

10 December 2010

Hi friends,

can anyone tell me procedure for registration of private limited company with 100% foreign holding. Is there any approvel required by RBI.

Regards,

Krishna

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6 Replies

Rajeev kumar Nayak (ACS) (283 Points)
Replied 10 December 2010

The procedure is same as in case of normal private company.

But the company has to complete the formalities of RBI at the time of issue of shares to non-resident like filing of FC-GPR with RBI etc.

further check the company having 100% holding doing business fall under automatic route for foreign investment otherwise approval of FIPB is required.

further proposed director must have valid DIN.

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Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 10 December 2010

Agree with Rajeev. Procedure for regiatration is same as any other private company.

If the sector is approved for automatic route no need for approval of FIPB otherwise FIPB approval is required.

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Krishna Chalke (Proprietor) (39 Points)
Replied 10 December 2010

Thank you very much sir. Thanks Madam,

I want to know that if the company wants to become Subsidiary of Foreign Company then what will be the formalities for the same.

Regards,

Krishna

Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 11 December 2010

As per Section 4 of the Companies Act, a company is a subsidiary of another if imore than 50% of the nominal value of its equity share capital is held by another company.

Hence the company which wants to become a subsidiary of a foreign company should issue or transfer more than 50% of its shares in the name of the foreign company. Since foreign company is becoming the holding company and foreign inward remittances are involved RBI compliances viz., remittances through authoised dealers, filing of FCGPR, TRS, etc.(REfer to RBI Master Circular available in RBI site) have to complied with. For share allotment Form 2 has to be filed with ROC.

Rajeev kumar Nayak (ACS) (283 Points)
Replied 11 December 2010

if Indian private company wants to be subsi of foreign company,even the procedure of incorporation will be same subject to following additional compliances:--

1. A certified true copy of board resolution by foreign company for investment in subsidiary company.

2. money from foreign routed through Authorized dealer.

3. Applicant for from 1A should be authorized representative of foreign company.

4. A board resolution of foreign company in favour of Applicant for filing of form 1A.

5. compliances like form FC-GPR part A, reporting of inward remittances to RBI etc.

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RAVINDER KHULLAR (CHARTERED ACCOUNTANT) (49 Points)
Replied 06 May 2011

Whether the resolution of a foreign company needs to be notarised from counslate in foreign country or a self attested resolution can suffice as the cost of notarsation abroad is quite exhorbitant?