Register a Wholly Owned Subsidiary in India from Thailand

How to Register a Wholly Owned Subsidiary in India from Thailand

A Wholly Owned Subsidiary (WOS) is the preferred structure for Thai companies seeking full operational control in India. Unlike a Branch Office or Liaison Office, a WOS is a separate legal entity incorporated under the Companies Act, 2013, in which the Thai parent company holds 100% of the share capital. This structure allows Thai companies to engage in any lawful business activity in India, including manufacturing, trading, and service delivery.

India-Thailand bilateral trade stood at US$19.07 billion in FY25, and Thailand ranks 27th in cumulative FDI equity inflows into India with US$1.47 billion invested between April 2000 and March 2025. The strategic partnership announced in April 2025 by both Prime Ministers at the BIMSTEC Summit further strengthens the investment corridor. For Thai companies, a WOS offers liability protection, full profit repatriation, and access to India's manufacturing incentives including Production Linked Incentive (PLI) schemes. To understand the differences between entity types, see Subsidiary vs Branch Office.

FDI Route and Regulatory Requirements

Thai companies enjoy a favourable position under India's FDI policy. Since Thailand does not share a land border with India, Press Note 3 (2020) restrictions do not apply. Thai investors can invest under the automatic route in most sectors without requiring prior government approval.

Key Regulatory Facts

• FDI route: Automatic for most sectors — no prior approval from the Reserve Bank of India or the Government of India is required
• Sectoral caps: 100% FDI permitted in most sectors including manufacturing, IT/ITeS, e-commerce (marketplace model), pharmaceuticals (greenfield), and professional services
• Restricted sectors: Multi-brand retail (51% cap), print media (26% cap), private banking (74% cap), and defence (74% cap under automatic route)
• Prohibited sectors: Lottery, gambling, chit funds, real estate, tobacco manufacturing, and atomic energy

The automatic route means the Thai parent company simply incorporates the WOS through the MCA portal and files the FC-GPR form with the RBI within 30 days of share allotment. No pre-approval is needed. For sectors requiring government approval, the application goes through the Foreign Investment Facilitation Portal (FIFP) and is processed by the relevant ministry within 8-10 weeks. See Automatic Route vs Government Approval for a detailed comparison.

DTAA Benefits for Thai Investors

The Double Taxation Avoidance Agreement between India and Thailand was originally signed on 27 June 1986 and comprehensively revised on 29 July 2015. The revised treaty, in force from 13 October 2015 (applicable from 1 April 2016 in India and 1 January 2016 in Thailand), provides significant tax benefits for Thai investors operating a WOS in India:

• Dividends: Maximum withholding tax capped at 10% in the source country (Article 10), compared to the domestic rate of 20%
• Interest: Maximum withholding tax capped at 10% (Article 11), with exemptions for interest paid to government institutions and the central bank
• Royalties and fees for technical services: Maximum withholding tax capped at 10% (Article 12)
• Capital gains: Gains from sale of shares are generally taxable only in the state of residence of the seller, subject to specific conditions regarding immovable property

A WOS incorporated in India is treated as a domestic company for tax purposes, benefiting from the concessional corporate tax rate of 22% (effective 25.17% with surcharge and cess) under Section 115BAA, or 15% (effective 17.16%) for new manufacturing companies under Section 115BAB. This is significantly lower than the 35% rate applicable to Branch Offices. Thai parent companies can claim foreign tax credits in Thailand for taxes paid in India under the DTAA. Obtain a Tax Residency Certificate from the Thai Revenue Department and file Form 10F in India to claim treaty benefits. See the DTAA Master Guide and India-Thailand DTAA for detailed guidance.

Document Requirements and Authentication

Thailand is not currently a member of the Hague Apostille Convention. While the Thai government approved accession to the convention in December 2025, ratification has not yet been completed as of March 2026. Therefore, Thai documents must undergo embassy attestation — a multi-step process involving notarisation in Thailand, authentication by the Thai Ministry of Foreign Affairs, and attestation by the Indian Embassy in Bangkok. See Apostille vs Embassy Attestation for a comparison of both processes.

Documents from the Thai Parent Company

• Certificate of Incorporation or business registration certificate (embassy attested)
• Memorandum and Articles of Association or equivalent charter documents (embassy attested, with certified English translation)
• Board resolution authorising incorporation of a subsidiary in India and appointing authorised signatories (embassy attested)
• Latest audited financial statements of the Thai parent company (embassy attested)
• Passport copies of all proposed directors
• Address proof of all proposed directors (utility bill or bank statement, not older than 2 months)
• Photograph specifications as per MCA requirements
• Power of Attorney in favour of the Indian representative (embassy attested)

Documents Prepared in India

• Memorandum of Association (MoA) and Articles of Association (AoA) of the proposed WOS
• Digital Signature Certificate (DSC) for all proposed directors
• Director Identification Number (DIN) applications for foreign directors
• Proof of registered office address (lease agreement, NOC from landlord, utility bill)
• Declaration by first subscribers and directors in Form INC-9

Step-by-Step Registration Process

The incorporation of a WOS in India from Thailand follows a structured process through the Ministry of Corporate Affairs (MCA) portal using the SPICe+ form.

Step 1: Obtain DSC and DIN for Directors

All proposed directors must obtain a Class 3 Digital Signature Certificate from a certifying authority recognised by the MCA. Foreign directors can apply for DSC using their passport as identity proof. The Director Identification Number (DIN) is allotted simultaneously through the SPICe+ form. Timeline: 2-3 days.

Step 2: Name Reservation (Part A of SPICe+)

Reserve the company name by filing Part A of the SPICe+ form on the MCA portal. You can propose up to two names and one re-submission. The name must be unique and not identical or similar to any existing company or trademark. Timeline: 1-2 days for approval.

Step 3: File SPICe+ (Part B) for Incorporation

Within 20 days of name approval, file Part B of SPICe+ along with INC-33 (eMoA), INC-34 (eAoA), AGILE-PRO-S, and INC-9. The SPICe+ form integrates PAN, TAN, EPFO, ESIC, GST, and bank account opening into a single application. Attach all embassy-attested documents from the Thai parent company. Timeline: 5-7 days for MCA processing.

Step 4: Receive Certificate of Incorporation

Upon successful processing, the MCA issues the Certificate of Incorporation with CIN, PAN, and TAN. The company is now legally incorporated and can commence operations in India.

Step 5: File FC-GPR with RBI

Within 30 days of share allotment, file Form FC-GPR with the Reserve Bank of India through the authorised dealer bank. This reports the foreign direct investment received from the Thai parent company. Attach the KYC documentation, board resolution, and share certificate copies. See our FDI Advisory services for assistance.

Step 6: Open Bank Account and Remit Capital

Open a current account with an authorised dealer bank in India. The Thai parent company can then remit the investment capital to the Indian bank account. The bank will issue the Foreign Inward Remittance Certificate (FIRC) required for FC-GPR filing.

Timeline and Costs

The end-to-end timeline for incorporating a WOS in India from Thailand is approximately 4-6 weeks:

Cost Breakdown

• MCA government fees (SPICe+): INR 5,000-15,000 (depending on authorised capital)
• Stamp duty: INR 10,000-50,000 (varies by state of incorporation)
• DSC charges: INR 1,500-3,000 per director
• Embassy attestation in Thailand: THB 1,000-3,000 per document (approximately INR 2,500-7,500)
• Professional fees (CS/CA): INR 50,000-1,50,000
• Total estimated cost: INR 1,00,000-2,50,000 (excluding authorised capital fees)

Post-Registration Compliance

A WOS in India must comply with ongoing statutory requirements under the Companies Act, 2013, Income Tax Act, and FEMA regulations:

• Annual return (Form MGT-7): Filed within 60 days of the Annual General Meeting (AGM)
• Financial statements (Form AOC-4): Filed within 30 days of the AGM
• Income tax return: Filed annually by 31 October (if transfer pricing applies) or 31 July
• GST returns: Monthly GSTR-1 and GSTR-3B if GST-registered; annual return GSTR-9
• Transfer pricing: Mandatory documentation and transfer pricing compliance for all related-party transactions with the Thai parent company
• Annual compliance certificate: Company Secretary's compliance certification
• Board meetings: Minimum four board meetings per year with at least one meeting per quarter
• Statutory audit: Annual audit by a practising Chartered Accountant in India

Beacon Filing provides comprehensive annual compliance, FEMA/RBI compliance, and corporate tax filing services for wholly owned subsidiaries.

Common Challenges for Thai Companies

Embassy Attestation Delays

Since Thailand has not yet ratified the Hague Apostille Convention, documents must go through the lengthier embassy attestation process. This involves notarisation by a Thai notary, authentication by the Thai Ministry of Foreign Affairs, and attestation by the Indian Embassy in Bangkok. The process typically takes 2-3 weeks and is a common bottleneck. Working with a professional document attestation service can expedite the process.

Language Translation Requirements

Thai corporate documents (articles of association, board resolutions, financial statements) must be translated into English by a certified translator before attestation. The MCA and RBI require all submissions in English. Factor in additional time and cost for certified translations.

Indian Resident Director Requirement

At least one director of the WOS must be an Indian resident — defined as a person who has stayed in India for a total period of at least 182 days in the financial year. Thai companies often appoint a local professional or consultant as the resident director. Ensure the appointed individual has the necessary qualifications and is willing to assume statutory liability. See Director Identification Number for DIN requirements.

Transfer Pricing Compliance

All transactions between the Thai parent company and its Indian WOS — including management fees, royalties, cost recharges, and intercompany loans — must comply with India's transfer pricing regulations. The arm's-length principle applies, and the company must maintain contemporaneous documentation. Non-compliance can result in adjustments, penalties, and double taxation. File Form 15CA/15CB for all outward remittances.

Repatriation of Profits

While dividends can be freely repatriated from the WOS to the Thai parent company, the process requires compliance with FEMA regulations. Dividends are subject to withholding tax at 10% under the India-Thailand DTAA (compared to the domestic rate of 20%). Ensure proper documentation including board resolution, CA certificate, and TRC from the Thai parent company. See the Repatriation Guide for step-by-step instructions.

Frequently Asked Questions

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

Yes. Thai companies can establish a 100% Wholly Owned Subsidiary in India under the automatic FDI route in most sectors. Since Thailand does not share a land border with India, Press Note 3 restrictions do not apply, and no prior government approval is needed for sectors permitting 100% FDI.

What is the minimum capital required for a WOS in India?

There is no statutory minimum paid-up capital requirement for incorporating a Private Limited Company (WOS) in India. However, the authorised capital should reflect the planned scale of operations and the sector-specific requirements. Some regulated sectors such as NBFC and insurance have minimum capital norms.

How long does it take to incorporate a WOS in India from Thailand?

The end-to-end process takes approximately 4-6 weeks, with document embassy attestation in Thailand accounting for the largest portion (2-3 weeks). The actual incorporation through SPICe+ takes 5-7 working days once all documents are ready.

Does the WOS need a resident director in India?

Yes. At least one director must be a resident of India, meaning they have stayed in India for at least 182 days in the financial year. The remaining directors can be Thai nationals residing in Thailand.

What corporate tax rate applies to a WOS in India?

A WOS is treated as a domestic company and can opt for the concessional corporate tax rate of 22% (effective 25.17% with surcharge and cess) under Section 115BAA. New manufacturing companies incorporated after 1 October 2019 can avail the 15% rate (effective 17.16%) under Section 115BAB. This is significantly lower than the 35% rate for Branch Offices.

Can the Thai parent company repatriate profits from the WOS?

Yes. Dividends can be freely repatriated to the Thai parent company under the automatic route. The India-Thailand DTAA caps withholding tax on dividends at 10%. The WOS must comply with FEMA regulations and file the necessary documentation through the authorised dealer bank.

Is GST registration mandatory for a WOS in India?

GST registration is mandatory if the aggregate turnover exceeds INR 40 lakh (INR 20 lakh for services, INR 10 lakh for special category states). Companies engaged in interstate supply of goods or services must register for GST regardless of turnover.