Published Wed, 22 Feb 2023
After a foreign company has established its subsidiary in India, there are numerous compliances applicable on such subsidiary company irrespective of the fact whether it has been incorporated as a private limited company or a public limited company. In this Article, we have detailed out such mandatory compliances as are applicable on the foreign subsidiary company:
Key Points:
A. Compliances under Companies Act, 2013 read with allied Rules
B. Compliances under FEMA Regulations
C. Compliances under Goods and Services Tax (GST) Act, 2017
D. Compliances under Income Tax Act, 1961
E. Compliances under Labour Laws
| S.No. | Compliance | Form | Due-date | Remarks |
|---|---|---|---|---|
| Immediately after Incorporation | ||||
|
1. |
Conducting Board Meeting (BM) | - | Within 30 days from incorporation | - |
|
2. |
Disclosure of Interest to be received from Directors | Form MBP-1 | On or before the date of first Board Meeting | To be placed before the Board at the first BM |
|
3. |
Notice of Disqualification of Director | Form DIR-8 | On or before the date of first Board Meeting | To be placed before the Board at the first BM |
|
4. |
Verification of Registered Office | e-Form INC-22 | Within 30 days of incorporation | It is required to be filed only when the Company has not provided details of its registered office at the time of incorporation |
|
5. |
Appointment of Statutory Auditors | - | First Statutory Auditors to be appointed at the Board Meeting within 30 days of incorporation |
First Statutory Auditors shall hold office till the conclusion of first AGM of the company. No compliance filing with the Registrar of Companies |
|
6. |
Making bank account operational | - | Within 2 months of incorporation | Company should make its bank account operational (opened at the time of incorporation) on priority and deposit the share subscription amount in the said account within a period of 2 months |
|
7. |
Allotment of Shares to the Subscribers of Memorandum of Association |
- | Within 2 months from date of Incorporation |
Allotment of shares to the subscribers can be done by passing of Board Resolution No filing with the Registrar of Companies is required in case of allotment of shares to the subscribers |
|
8. |
Issuance of Share Certificate(s) to the Subscribers of Memorandum of Association | Form SH-1 | Within 2 months from date of Incorporation | Issuance of Share Certificates to the subscribers shall be done immediately after allotment of shares by passing of Board Resolution |
|
9. |
Payment of stamp duty on Share Certificate (in accordance with Stamp Act of the respective state) | - | Within 30 days of allotment of shares | To be paid with the Collector of Stamp of the respective State where the registered office of the company is situated |
|
10. |
Declaration for Commencement of Business | e-Form INC-20A | Within 180 days of incorporation | - |
| Quarterly | ||||
|
1. |
Conducting Board Meeting (BM) | Subsequent BM shall be conducted in a manner such that not more than 120 days shall elapse between two BM | Minimum 4 BMs shall be conducted by the company in each year | |
| Annually | ||||
|
1. |
Disclosure of Interest to be received from Directors | Form MBP-1 | On or before the date of first Board Meeting of the FY | To be placed before the Board at the first BM of every FY |
|
2. |
Notice of Disqualification of Director | Form DIR-8 | On or before the date of first Board Meeting of the FY | To be placed before the Board at the first BM of every FY |
|
3. |
KYC of Directors | e-Form DIR-3 KYC | 30th September of immediate next financial year | - |
|
4. |
Statutory Audit of Financial Statements | - | Before date of board meeting approving the Financial Statement | |
|
5. |
Holding of Annual General Meeting (AGM) | - | 1st AGM-Within 9 months from closure of FY Subsequent AGM- within 6 months from the closure of FY |
- |
|
6. |
Filing of Financial Statements | e-Form AOC-4 | Within 30 days from the date of Annual General Meeting | - |
|
7. |
Filing of Annual Return | e-Form MGT-7 | Within 60 days from the date of Annual General Meeting | - |
| 8. | Return of Deposits or particulars of the transactions not considered as deposits | e-Form DPT-3 | On or Before 30th June every year | - |
| 9. | Return for MSME Transactions | e-Form MSME-1 |
31st October – For April to September 30th April – For October to March |
- |
| 10. | Return for Significant Beneficial Owner (SBO) | e-Form BEN-2 | Within 30 days of receipt of declaration in Form BEN-1 from the SBO | - |
| Others | ||||
|
1. |
Appointment of Statutory Auditors | e-Form ADT-1 | Subsequent Statutory Auditors to be appointed at the First Annual General Meeting to hold office for a period of five years | Subsequent Statutory Auditors shall hold office from the conclusion of first AGM till the conclusion of 6th AGM. Filing of Form ADT-1 within 15 days from the conclusion of AGM |
|
2. |
Maintenance of Minutes Book | Minutes shall include all the matters as provided in SS-1 and SS-2 | On regular basis | Company shall maintain separate Minutes Book for each Board and General Meeting |
|
3. |
Maintenance of Statutory Registers | |||
|
4. |
Register of Members | Form MGT-1 | On regular basis | |
|
5. |
Register of Directors and KMPs and their shareholding | Register shall contain particulars as provided in Section 170 read with allied Rules | On regular basis |
| S. No. | Compliance | Form | Due-date | Remarks |
|---|---|---|---|---|
| Immediately after Incorporation | ||||
|
1. |
Reporting of issuance of shares to a Subscriber who is a Person Resident Outside India | FC-GPR | Within 30 days of allotment of shares | To be filed on RBI SMF Portal |
| Annually | ||||
|
1. |
Annual Return on Foreign Liabilities and Assets | - | On or before 15th July of each year | To be filed on RBI FLAIR System |
S. No. |
Compliance | Form | Due-date | Remarks |
|---|---|---|---|---|
| Immediately after Incorporation | ||||
|
1. |
GST Registration | Within 30 days of crossing the threshold limit | Mandatory if annual turnover exceeds the specified limit. Currently, Rs 40 Lacs for businesses other than the specified state and Rs 20 Lacs for service providers |
|
| Monthly | ||||
|
1. |
Reporting of Outward Supply (in case turnover exceeds Rs. 5 Crore or person who has not opted QRMP* scheme) | GSTR-1 | By 11th of the following month | - |
|
2. |
Reporting of Invoices (for the person who opted QRMP scheme) | GSTR-1 IFF | By 13th of the following month | - |
|
3. |
Payment of tax and filing of return having summary of outwards supplies, tax credits etc (for the person other than who opted QRMP scheme) |
GSTR- 3B | By 20th of the following month | - |
| 4. | Payment of tax (for the person who opted QRMP scheme) | By 22nd/24th of the following month | ||
| Quarterly | ||||
|
1. |
Reporting of Outward Supply (in case turnover is up to Rs. 5 Crore & who have opted for QRMP Scheme) |
GSTR-1 |
By 13th of the month following the quarter | - |
| 2. | Payment of tax and filing of return having summary of outwards supplies, tax credits etc (for person who opted for QRMP Scheme) | GSTR-3B | 22nd/24th of the following month of the quarter | - |
| Annually | ||||
|
1. |
Filing of GST Annual return (if turnover exceeds 2 crores) | GSTR-9 | By 31st December of following year | - |
|
2. |
Filing of GST reconciliation statement (if turnover exceeds Rs. 5 crores) | GSTR-9C | By 31st December of following year |
* QRMP Scheme: The Central Board of Indirect Taxes & Customs (CBIC) introduced the Quarterly Return Filing and Monthly Payment of Taxes (QRMP) scheme under Goods and Services Tax (GST) to help small taxpayers whose turnover is less than Rs.5 crores. The QRMP scheme allows the taxpayers to file GSTR-3B on a quarterly basis and pay tax every month.
| S. No. | Compliance | Form | Due-date | Remarks |
|---|---|---|---|---|
| Monthly | ||||
|
1. |
Deduction and deposit of Tax Deducted at Source, and Equalisation levy (payable on digital advertisement payments to non-resident service providers) | ITNS-281 | 7th of the following month (In case of March, 30th April) |
|
| Quarterly | ||||
|
2. |
Payment of advance tax | ITNS-280 |
15th June, 15th September, 15 December and 15th March |
Advance tax is required to be paid in case the estimated total tax liability is Rs. 10,000 or more |
|
3. |
Filing of TDS return |
24Q (Salary) 26Q (Other than salary) 27Q (Non-resident Indian) |
By 30th/31st of the month following the quarter other than March quarter. Due Date for March quarter is 31st May of the subsequent Financial Year |
|
|
4. |
Issuance of TDS Certificate | Form 16 (Salary) Form 16A (other than Salary) |
By 15th of the month following the due date of filing of TDS return | - |
|
5. |
Filing of TCS return | 27EQ | 15th of the month following the quarter | - |
|
6. |
Issuance of TCS Certificate | 27D | By 15th of the month following the due date of filing of TCS return | - |
| Annually | ||||
|
1. |
Filing of Annual Income Tax Return | By 31st July/ 31st October/ 30th November of the following year as applicable. |
31st October: Assessee on whom Tax Audit is applicable, provided they have duly filed Tax Audit Report by 30th September 30th November: Assessee who are required to furnish transfer pricing report, provided they have duly filed their Tax Audit Report and Transfer Pricing report by 31st October |
|
|
2. |
Getting the tax audit done by chartered accountant in practice if gross receipts exceed prescribed limit and filing of tax audit report | Form 3CA-3CD, Form 3CB-3CD | By 30th September/ 31st October of the following year as applicable |
To be done by a chartered accountant in practice if gross receipts exceed the following limits: Rs. 1 Crore: in case of business Rs. 50 Lacs: In case of profession Rs. 10 Crore (applicable from AY 2022-23): For business whose aggregate of all receipts in cash does not exceed 5% of such receipts during the previous year and aggregate of all payments in cash does not exceed 5% of such payment during the previous year |
|
3. |
Preparation and filing of transfer pricing study and accountant certificate, if applicable | Form 3CEB | By 31st October of the following year. | - |
| Others | ||||
|
1. |
Furnishing of challan cum statement in respect of TDS under section 194-IA/IB | 26QB/26QC | Within 30 days from the end of the month in which the deduction is made | - |
| S. No. | Compliance | Form | Due-date | Remarks |
|---|---|---|---|---|
| Monthly | ||||
|
1. |
Payment of Provident Fund (PF) contribution | ECR | 15th of the following month | |
|
2.
|
Payment of Employees’ State Insurance (ESI) | - | 15th of the following month | |
| Half yearly | ||||
|
1. |
Return of Employees’ State Insurance (ESI) | 11th May (for period October to march) and 11th November (for period April to September) | ||
| Annually | ||||
|
2. |
Labour Welfare Fund | - | Paid on annual basis as per the due date applicable in respective states | |
|
3. |
Filing of PF Return | - | 25th April subsequent to financial year |
These are broad compliances which need to be ensured by any subsidiary of a foreign company registered in India. However, there may be some additional compliance required under different laws depending upon industry, nature of business and other factors. The list may not be exhaustive and subject to vary with various amendments in relevant laws, accordingly, it is advisable to take professional opinion before acting upon the same.
