Register a Wholly Owned Subsidiary in India from Greece

How to Register a Wholly Owned Subsidiary in India from Greece

A Wholly Owned Subsidiary (WOS) is the most popular structure for Greek companies seeking full operational control over their Indian business. In a WOS, the Greek parent company holds 100% of the shares of the Indian entity, which is incorporated as a Private Limited Company under the Companies Act 2013. Unlike a Branch Office or Liaison Office, a WOS is a separate legal entity with its own board of directors, balance sheet, and compliance obligations.

India-Greece bilateral trade stood at close to USD 2 billion in 2022-23, and the two governments have publicly committed to doubling that trade volume by 2030. Greek investments in India span shipping, infrastructure, renewable energy, and technology, while Indian companies such as LTI Mindtree and TCS have established a growing presence in Greece. The Eurobank-LTI Mindtree tech hub collaboration underscores the deepening economic ties between the two countries. For Greek businesses evaluating their entry strategy, a WOS provides maximum flexibility to conduct any lawful business activity, retain all profits, and build long-term brand equity in the Indian market. For a detailed comparison of structures, see Subsidiary vs Branch Office and Private Limited vs LLP.

FDI Route and Regulatory Requirements

Greek companies can invest in India through the automatic route for FDI, which means no prior government approval is required from either the Reserve Bank of India (RBI) or the Department for Promotion of Industry and Internal Trade (DPIIT). This applies to most sectors where 100% foreign direct investment is permitted, including manufacturing, IT and BPM, wholesale e-commerce, construction development, hospitality, and renewable energy.

Key Regulatory Points

• 100% FDI under automatic route: Permitted in most sectors without government approval. Sectors such as defence (74%), telecom (100%), insurance (100% with conditions), and single-brand retail (100%) have specific caps or conditions
• Press Note 3 exemption: Greece does not share a land border with India, so Press Note 3 (2020) restrictions do not apply. No additional security clearances are required
• Sectoral restrictions: Certain sectors such as lottery and gambling, chit funds, Nidhi companies, real estate business, tobacco manufacturing, and atomic energy remain closed to FDI, while multi-brand retail trading is capped at 51% under the government approval route rather than being prohibited. Greek investors should verify sector eligibility before proceeding
• No minimum capital requirement: There is no statutory minimum capital for incorporating a Private Limited Company in India, although the authorised capital should reflect the intended scale of operations

After incorporation, the Greek parent company must file Form FC-GPR with the RBI within 30 days of share allotment to report the foreign investment. For sector-specific guidance, see Automatic Route vs Government Approval.

DTAA Benefits for Greek Investors

The Double Taxation Avoidance Agreement between India and Greece was signed on 11 February 1965 and given effect in India by Notification GSR 394 dated 17 March 1967, making it one of the oldest bilateral tax treaties in India's network. It is a short, pre-OECD-model agreement: instead of capping withholding rates, it allocates exclusive taxing rights, and it relieves double taxation mainly by the exemption method under Article 17, whereby income that is taxable in the source State is not subject to tax in the other State (though the other State may take it into account in fixing the graduated rate on remaining income). Shipping profits under Article 6 are the one head of income relieved by a credit.

What the Treaty Actually Provides

• Dividends (Article 8): Dividends paid by a company resident in one territory may be taxed only in that territory. The treaty sets no reduced rate, so India applies its domestic withholding rate of 20% plus surcharge and cess under Section 115A. India abolished the Dividend Distribution Tax (DDT) in 2020, so dividends are taxed in the hands of the recipient
• Interest (Article 9): Interest on bonds, securities, notes, debentures or any other form of indebtedness may be taxed only in the territory in which it arises. There is no treaty rate cap, so the domestic rate of 20% plus surcharge and cess applies
• Royalties (Article 7): Royalties may be taxed only in the territory in which they arise. There is no treaty rate cap, and since the Finance Act 2023 the domestic rate under Section 115A is 20% plus surcharge and cess
• Fees for Technical Services: No separate provision in the India-Greece DTAA. Such income is taxed under domestic law, or as industrial or commercial profits under Article 3 where the Greek enterprise has a permanent establishment in India
• Capital gains (Article 11): Taxable only in the territory in which the capital asset is situated at the time of the sale, exchange or transfer

A WOS is taxed as an Indian domestic company at the concessional rate of 22% (effective rate approximately 25.17% including surcharge and cess) under Section 115BAA, significantly lower than the 35% rate applicable to branch offices. Under Article 17 of the treaty, income from sources in India that is taxed in India is not subject to Greek tax, although Greece may take it into account when fixing the graduated rate on other income; Greek parents should confirm how this interacts with current Greek domestic law and EU rules with a Greek adviser. Obtain a Tax Residency Certificate from the Greek tax authorities and file Form 10F in India to avail DTAA benefits.

Document Requirements and Authentication

Both India and Greece are signatories to the Hague Convention (Apostille Convention). Greek documents require an apostille from the competent Greek authority (the Decentralised Administration of the region for administrative documents, the Court of First Instance for judicial and notarial documents, and the Ministry of Digital Governance for documents issued electronically through gov.gr), rather than the longer embassy attestation process. For a comparison, see Apostille vs Embassy Attestation.

Documents from the Greek Parent Company

• Certificate of Incorporation or equivalent registration document (apostilled)
• Memorandum and Articles of Association or Charter Document (apostilled, with certified English translation if in Greek)
• Board Resolution authorising the establishment of a WOS in India and appointing authorised representatives
• Passport copies of all proposed directors (notarised and apostilled)
• Address proof of proposed directors (apostilled)
• Latest audited financial statements of the parent company (apostilled)
• Power of Attorney in favour of an Indian representative (apostilled)

Documents Prepared in India

• Digital Signature Certificate (DSC) for all proposed directors (Class 3)
• Director Identification Number (DIN) application (filed via SPICe+ form)
• Proof of registered office address (rent agreement + NOC from landlord + utility bill)
• Subscriber sheet signed by all shareholders
• Declarations in Form INC-9 by all subscribers and first directors

Step-by-Step Registration Process

The incorporation of a WOS in India from Greece follows the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) process on the MCA portal.

Step 1: Obtain Digital Signature Certificates

All proposed directors must obtain a Class 3 Digital Signature Certificate from a licensed certifying authority in India. For Greek directors who are not present in India, the DSC can be obtained through a video verification process with the certifying authority. Timeline: 2-4 days.

Step 2: Reserve Company Name via SPICe+ Part A

File SPICe+ Part A on the MCA portal to reserve the company name. Up to two proposed names can be submitted per application, with one resubmission allowed. The name must be unique and not resemble any existing company or registered trademark. Timeline: 1-3 days for MCA approval.

Step 3: File SPICe+ Part B for Incorporation

After name approval, file SPICe+ Part B along with the electronic Memorandum of Association (e-MoA, Form INC-33), electronic Articles of Association (e-AoA, Form INC-34), and the AGILE-PRO-S form. This single filing simultaneously applies for PAN, TAN, EPFO, ESIC, profession tax registration, and GST registration. Timeline: 5-7 working days for ROC approval.

Step 4: Receive Certificate of Incorporation

The Registrar of Companies (ROC) reviews the application, verifies all documents, and issues a Certificate of Incorporation with PAN and TAN allotment. The company is now legally incorporated, but before it can commence business or exercise borrowing powers it must file Form INC-20A (declaration of commencement of business) with the ROC within 180 days of incorporation, once the subscription capital has actually been received.

Step 5: File FC-GPR with RBI

Within 30 days of share allotment to the Greek parent company, file Form FC-GPR (Foreign Currency Gross Provisional Return) through the RBI's FIRMS portal. This reports the foreign direct investment and is mandatory under FEMA regulations. The authorised dealer bank verifies and submits the filing to the RBI.

Step 6: Open a Bank Account

Open a current account with an authorised dealer bank in India. The Greek parent company can remit initial capital to this account. The bank will conduct KYC verification including beneficial ownership disclosure. Timeline: 2-3 weeks.

Step 7: Issue Share Certificates

Issue share certificates to the Greek parent company within 60 days of incorporation. Where shares are allotted beyond the subscription to the memorandum, file the return of allotment (Form PAS-3) with the ROC within 30 days of allotment.

Timeline and Costs

The end-to-end timeline for registering a Wholly Owned Subsidiary in India from Greece is approximately 4-6 weeks:

Cost Breakdown

• Government fees (SPICe+): INR 500-2,000 (based on authorised capital)
• Stamp duty (MoA + AoA): INR 1,000-15,000 (varies by state)
• DIN application: INR 500 per director (if applied separately)
• DSC procurement: INR 1,500-3,000 per director
• Professional fees (CS/CA): INR 25,000-75,000
• Apostille charges in Greece: EUR 10-30 per document
• Total estimated cost: INR 40,000-1,00,000 plus apostille costs

Post-Registration Compliance

A Wholly Owned Subsidiary in India has ongoing compliance obligations as a domestic company:

• First board meeting: Must be held within 30 days of incorporation
• Appointment of auditor: Must be appointed within 30 days of incorporation at the first board meeting
• Annual General Meeting (AGM): Must be held within 9 months of the first financial year-end and within 6 months for subsequent years
• Annual return (Form MGT-7): Filed with the ROC within 60 days of the AGM
• Financial statements (Form AOC-4): Filed with the ROC within 30 days of the AGM
• Income tax return: Filed annually under the domestic company tax rate of 22% (Section 115BAA) plus surcharge and cess
• Transfer pricing: Mandatory transfer pricing compliance for all transactions between the WOS and the Greek parent, including documentation and certification (Form 3CEB)
• GST returns: Monthly or quarterly GST returns as applicable
• Annual FLA return: The Foreign Liabilities and Assets return, reporting FDI held as at 31 March, filed with the RBI on the FLAIR portal by 15 July each year. Form FC-GPR is a separate one-time, event-based filing made on the RBI FIRMS portal, not an annual return

Beacon Filing provides comprehensive annual compliance, FEMA/RBI compliance, and corporate tax filing services for WOS entities.

Common Challenges for Greek Companies

Document Translation and Apostilling

Greek corporate documents are typically in the Greek language and must be translated into English by a certified translator before apostilling. The apostille must be obtained from the competent Greek authority for that document type: the Court of First Instance for notarial and judicial documents, and the Decentralised Administration of the region for administrative documents. Allow 1-2 weeks for the complete translation and apostille process, and ensure the English translation is certified as accurate.

Resident Director Requirement

At least one director of the WOS must be a resident of India, defined under Section 149(3) of the Companies Act, 2013 as a person who has stayed in India for at least 182 days during the financial year. Greek companies that do not have an Indian national on their team can appoint a professional director or a trusted individual in India. The resident director participates in board meetings and signs compliance filings, making the selection of a reliable candidate critical.

Transfer Pricing Compliance

All transactions between the WOS and the Greek parent company (management fees, royalties, purchase of goods, intercompany loans) must be priced at arm's length and documented in a transfer pricing study. India's transfer pricing regulations are rigorously enforced, and non-compliance can result in adjustments, penalties, and prolonged assessments. Engage a qualified transfer pricing advisor from the outset.

Capital Repatriation

Dividends can be remitted to the Greek parent company after deduction of withholding tax at the domestic Section 115A rate of 20% plus surcharge and cess (the India-Greece DTAA contains no lower cap on dividends) and compliance with FEMA regulations. File Form 15CA/15CB before each outward remittance. The AD bank processes the remittance after verifying tax compliance certificates.

Understanding the Older DTAA

The India-Greece DTAA, signed in 1965, is one of the oldest in India's treaty network and predates the modern OECD model convention. Unlike India's more recent treaties with EU states, it contains no reduced withholding rates at all for dividends, interest or royalties: it simply gives the source territory the exclusive right to tax them, so India's full domestic rates apply. It also has no fees-for-technical-services article and no limitation-of-benefits clause. Greek companies should factor this into their tax planning and model the Indian withholding cost of intercompany payments before putting those arrangements in place.

Frequently Asked Questions

Can a Greek company own 100% of a subsidiary in India?

Yes. Under India's FDI policy, Greek companies can hold 100% equity in an Indian Private Limited Company through the automatic route in most sectors. No prior government approval is needed, and Press Note 3 restrictions do not apply to Greece.

What is the minimum capital required to incorporate a WOS in India?

There is no statutory minimum capital requirement for incorporating a Private Limited Company (WOS) in India. However, the authorised capital should be adequate for the intended business operations. The capital must be remitted from Greece through proper banking channels and reported via Form FC-GPR within 30 days of allotment.

How is a WOS taxed differently from a Branch Office in India?

A WOS is taxed as a domestic company at 22% (effective rate approximately 25.17%) under Section 115BAA, whereas a Branch Office is taxed as a foreign company at 35% (effective rate approximately 38.22%). This significant tax advantage makes a WOS the preferred structure for Greek companies planning substantial operations in India.

Does the Greek parent company need to visit India for incorporation?

No. The entire incorporation process can be completed remotely. Directors can obtain DSCs through video verification, all SPICe+ filings are electronic, and a Power of Attorney can be granted to an Indian representative to handle local formalities. However, some banks may require video KYC or an in-person visit for the bank account opening.

What are the annual compliance requirements for a WOS?

Key annual compliances include filing the annual return (Form MGT-7), financial statements (Form AOC-4), income tax return, GST returns, transfer pricing documentation (Form 3CEB), and the annual Foreign Liabilities and Assets (FLA) return to the RBI on the FLAIR portal by 15 July. The company must also hold an AGM and get its accounts audited annually.

Can a WOS be converted from a Branch Office or LLP later?

A Branch Office cannot be directly converted into a WOS. The Branch Office must be closed and a new company incorporated separately. An LLP can be converted into a Private Limited Company under Section 366 of the Companies Act 2013, subject to prescribed conditions including no security interest and all partners becoming shareholders.

How long does the entire registration process take from Greece?

The complete process from document preparation in Greece to certificate of incorporation typically takes 4-6 weeks. Document apostilling in Greece takes 1-2 weeks, and the MCA portal processing (SPICe+ Parts A and B) takes 7-10 working days. Bank account opening adds another 2-3 weeks.