Engagement
Compliance for Indian subsidiaries of foreign companies
Last reviewed 07 November 2026
ROC, FEMA and demat compliance for foreign-owned private companies.
In short
An Indian company owned by a foreign parent follows the Companies Act like any other private company, and also reports its foreign investment to the RBI under FEMA. In a typical year that means the AGM, AOC-4 and MGT-7, the annual FLA return by 15 July, FC-GPR within 30 days of any share allotment to the parent, and, unless it is a small company, demat shares with a half-yearly PAS-6.
Overview
A wholly owned or majority-owned Indian subsidiary of a foreign company is a private company under the Companies Act, 2013. It holds its AGM and files its financial statements and annual return with the Registrar like any other company, and it needs at least two directors, one of whom stays in India for at least 182 days in the financial year (section 149).
Because its shareholder is outside India, it also reports to the Reserve Bank of India under the Foreign Exchange Management Act, 1999: each issue of shares to the parent in FC-GPR, any transfer between a resident and a non-resident in FC-TRS, and its foreign liabilities and assets every year in the FLA return.
Unless it is a small company, it must also keep its shares in demat form under rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014, with an ISIN, a registrar and share transfer agent, and a half-yearly PAS-6. The practice runs these three tracks from one calendar, so that a share allotment, its FEMA report and its demat credit are handled together.
The year for a foreign-owned private company
| Area | What is filed | When |
|---|---|---|
| Annual ROC | What is filed: AGM, AOC-4, MGT-7, ADT-1 | When: AGM within six months of the year end; AOC-4 30 days and MGT-7 60 days after it |
| FEMA | What is filed: Annual return on foreign liabilities and assets (FLA) | When: By 15 July each year |
| FEMA | What is filed: FC-GPR for shares issued to the foreign parent | When: Within 30 days of allotment |
| FEMA | What is filed: FC-TRS when shares move between a resident and a non-resident | When: Within 60 days of the transfer or receipt of funds, whichever is earlier |
| Shares | What is filed: Demat of all shares and an ISIN (rule 9B), if not a small company | When: Ongoing; PAS-6 every half year |
| Directors | What is filed: DIR-3 KYC; a director resident in India (182 days in the year) | When: Per the KYC cycle; every year |
| Board | What is filed: Four board meetings a year; registers and minutes | When: Through the year |
Statutory audit is done by the company's chartered accountant. Salins & Co. does not audit accounts. Read more on demat in demat shares for private companies under rule 9B.
Key Deliverables
- Annual ROC filings and the AGM, as company secretary in practice
- FC-GPR and FC-TRS on the RBI's FIRMS portal, and the annual FLA return
- ISIN and demat: coordination with the depository and the registrar and share transfer agent, and the half-yearly PAS-6
- Board and shareholder resolutions, minutes and statutory registers
- Catch-up filings where earlier years were missed, including late submission fee applications under FEMA
Documents & E-Forms
- AOC-4
- MGT-7
- FC-GPR
- FC-TRS
- FLA
- PAS-6
When to Engage
At incorporation, when shares are first issued to the foreign parent, or when the first FLA return or demat deadline is near.
Typical turnaround: Scoped in the engagement letter.
Frequently Asked
About this engagement