Documents for Foreign Subsidiary Bank Account

Why Bank Account Opening Is the First Real Hurdle

Incorporating a wholly owned subsidiary in India is straightforward compared to the challenge that follows: opening a corporate bank account. Indian banks apply stringent Know Your Customer (KYC) norms mandated by the Reserve Bank of India (RBI), and the documentation requirements for foreign-owned entities are significantly more rigorous than for domestic companies.

Based on our experience helping foreign companies across 50+ countries, the bank account opening process takes 3 to 8 weeks for a foreign subsidiary. The timeline varies based on the Authorized Dealer (AD) bank chosen, the completeness of documents, and whether the parent company is in a high-risk jurisdiction. Getting the paperwork right the first time saves weeks of back-and-forth.

Category 1: Company Incorporation Documents

These documents prove that the Indian subsidiary is a legally constituted entity under the Companies Act, 2013.

Certificate of Incorporation (COI)

The COI issued by the Registrar of Companies (ROC) is the foundational document. Banks require the original or a certified copy. The COI contains the Corporate Identification Number (CIN), date of incorporation, and company name.

Memorandum of Association (MOA) and Articles of Association (AOA)

The Memorandum of Association defines the company's objects and authorized share capital. The Articles of Association govern internal management rules. Banks review both to verify the company's authorized activities and signing authority provisions.

PAN Card

A Permanent Account Number (PAN) is mandatory for opening any bank account in India. The PAN card must be in the company's name and is issued by the Income Tax Department. Without PAN, no bank will proceed.

Certificate of Commencement of Business

Under Section 10A of the Companies Act, 2013, companies must file a declaration within 180 days of incorporation confirming that subscribers have paid the value of shares. Banks increasingly request this certificate.

Category 2: Board Resolution and Authorization

Banks need documented proof that the company's board has authorized the account opening and designated signatories.

Board Resolution for Account Opening

The board resolution must specify:

• Name and branch of the bank
• Type of account (current account, EEFC account, etc.)
• Names and designations of authorized signatories
• Operating instructions (jointly, severally, or with limits)
• Authorization for internet banking, cheque book, and other facilities

The resolution must be certified by a director or the company secretary and stamped with the company seal if applicable.

Power of Attorney (PoA)

If a local representative (such as a resident director or authorized signatory) will operate the account on behalf of foreign directors, a notarized and apostilled Power of Attorney is required. The PoA must specifically mention banking operations.

Category 3: KYC Documents for the Indian Subsidiary

RBI's Master Direction on KYC (updated June 2025) requires comprehensive identity and address verification for corporate accounts.

Registered Office Address Proof

Banks accept any of the following:

• Utility bill (electricity, water, gas) not older than 2 months
• Registered lease/rental agreement
• Property tax receipt
• NOC from the property owner with their identity proof

GST Registration Certificate

If the subsidiary is registered under GST, the registration certificate serves as both identity and address proof.

List of Directors and Shareholders

Banks require a current list of all directors (including DIN numbers) and shareholders with their percentage holdings. For foreign shareholders holding 10% or more, beneficial ownership declarations under RBI's revised KYC norms (2025) are mandatory.

Category 4: KYC Documents for Foreign Shareholders and Directors

This is where most delays occur. Foreign individuals and entities must provide notarized and apostilled documents from their home country.

For Foreign Individual Shareholders/Directors

• Passport copy — notarized and apostilled (valid for at least 6 months)
• Address proof — utility bill, bank statement, or driving license (not older than 3 months), notarized and apostilled
• Photograph — recent passport-sized photographs
• PAN or Form 60 — if the foreign director has Indian PAN, provide it; otherwise, Form 60 declaration

For Foreign Corporate Shareholders

• Certificate of Incorporation of the parent company — apostilled
• Board resolution of the parent company authorizing investment in India
• MOA/AOA or equivalent constitutional documents — apostilled
• List of directors and shareholders of the parent company
• Proof of registered address of the parent company
• Financial statements of the parent company (latest audited year)
• Ultimate Beneficial Owner (UBO) declaration identifying natural persons holding 10% or more (per RBI's 2025 revised threshold)

Documents from non-English-speaking countries must be translated by a certified translator and then apostilled.

Category 5: Foreign Investment Compliance Documents

Banks serving as AD banks must verify FEMA compliance before activating a foreign subsidiary's account.

Foreign Inward Remittance Certificate (FIRC)

When the parent company remits capital to India, the AD bank issues a FIRC. This is critical proof that funds entered India through proper banking channels. The FIRC must match the amount reported in FC-GPR filings.

FC-GPR Filing Acknowledgment

Form FC-GPR must be filed with the RBI within 30 days of share allotment. Banks may request the filing acknowledgment to confirm that foreign direct investment reporting is compliant. Required supporting documents include:

• Valuation certificate from a SEBI-registered merchant banker or chartered accountant (not older than 90 days from allotment date)
• Company Secretary certificate
• Digital Signature Certificate of the authorized signatory

FLA Return Compliance

The FLA (Foreign Liabilities and Assets) return must be filed annually by July 15 with the RBI. Banks may verify FLA compliance status for existing subsidiaries opening additional accounts.

Category 6: Tax Registration Documents

TAN (Tax Deduction Account Number)

Required if the subsidiary will make payments subject to withholding tax (TDS). Most banks request TAN at the account opening stage itself.

Professional Tax Registration

In states like Maharashtra, Karnataka, and West Bengal, professional tax registration is required for employers. Some banks request this as part of the documentation package.

IEC (Import Export Code)

If the subsidiary will engage in cross-border trade, the Import Export Code issued by DGFT is required to open an EEFC (Exchange Earners' Foreign Currency) account.

Bank-Specific Additional Requirements

Beyond the standard documentation, individual banks impose their own requirements:

Private banks like HDFC and ICICI generally offer faster processing but may require higher minimum balances. Public sector banks like SBI have lower balance requirements but longer processing times.

Common Reasons for Rejection or Delay

Based on our experience with hundreds of account openings, here are the most frequent issues:

• Apostille missing or expired — Documents must be apostilled in the country of origin. Indian consulate attestation is not a substitute for Hague Convention apostille.
• Address proof older than 3 months — Banks strictly enforce recency requirements for foreign address proofs.
• Board resolution not specific enough — Generic resolutions that don't name the bank and account type get rejected.
• UBO declaration incomplete — The 10% beneficial ownership threshold (reduced from 25% in 2025) catches many companies off guard.
• Mismatch between FIRC and share allotment — The remittance amount, date, and purpose code must align across FIRC, FC-GPR, and board minutes.
• Parent company from high-risk jurisdiction — Companies from FATF grey-listed countries face enhanced due diligence and longer processing times.

Step-by-Step Process for a Smooth Account Opening

1. Choose the AD bank — Select a bank with experience handling foreign subsidiaries. Confirm documentation requirements upfront by requesting their corporate account opening checklist.
2. Prepare Indian entity documents — Gather COI, MOA, AOA, PAN, TAN, and registered office address proof.
3. Obtain apostilled foreign documents — Start the apostille process at least 2-3 weeks before you need the documents. Consider getting multiple apostilled sets.
4. Draft the board resolution — Use the bank's prescribed format if available. Include all required details about signatories and operating instructions.
5. Complete KYC forms — Fill the bank's KYC form and beneficial ownership declaration form. Ensure the UBO declaration covers all natural persons with 10%+ holding.
6. Submit documents — Submit the complete package in person or through a local representative. Keep copies of everything submitted.
7. In-person verification — At least one authorized signatory (preferably the resident director) must appear in person for verification. Foreign directors may use video KYC where permitted.
8. Account activation — Once KYC is approved, the account is activated within 2-3 business days. Make the initial deposit as required by the bank.

Key Takeaways

• Start the apostille process for foreign documents 2-3 weeks in advance — this is the most common bottleneck
• The RBI's 2025 KYC revision lowered the beneficial ownership threshold from 25% to 10%, requiring more granular UBO disclosures
• Choose your AD bank based on experience with foreign entities, not just branch proximity — a bank familiar with FDI compliance will process faster
• Ensure perfect alignment between FIRC, FC-GPR filings, and board resolutions — any mismatch triggers delays
• Budget 3-8 weeks for the entire process and factor this into your subsidiary setup timeline