A foreign subsidiary registered in India as a Private Limited Company must meet over 20 statutory deadlines every year – spanning the Companies Act 2013, the Direct Tax Code 2025, GST law, FEMA, and RBI regulations. Missing even one deadline attracts late fees, penalties, and potential director disqualification. Taxocity's compliance experts have managed these obligations for hundreds of foreign-owned Indian entities since our founding. With a 4.8/5 rating from 5,000+ clients, we offer a 100% compliance guarantee backed by real human experts.

• Foreign subsidiaries must file 6+ ROC forms annually under the Companies Act 2013.
• GST returns are due monthly or quarterly, with an annual return by 31 December.
• FEMA filings such as FC-GPR and FC-TRS are mandatory within 30 days of each FDI transaction.

What is a Foreign Subsidiary in India?

A foreign subsidiary is a company incorporated in India where a foreign parent company holds more than 50% of the paid-up equity share capital. It is governed by the Companies Act 2013, the Direct Tax Code 2025, GST laws, and FEMA 1999. Unlike a liaison or branch office, a wholly-owned or majority-owned subsidiary is a separate Indian legal entity with full compliance obligations identical to any domestic Private Limited Company – plus additional FEMA and RBI reporting duties.

Why Does a Compliance Calendar Matter?

India's regulatory framework involves multiple authorities – the Ministry of Corporate Affairs (MCA), the Income Tax Department, the GST Council, the Reserve Bank of India (RBI), and the Directorate General of Foreign Trade (DGFT). Each authority has its own filing cycle. A compliance calendar consolidates every deadline into one view, preventing costly defaults, director disqualification, and compounding penalties that can reach ₹1 lakh per day for certain ROC defaults.

Monthly Compliance Obligations

TDS Deposit (7th of every month)

Tax Deducted at Source must be deposited by the 7th of the following month for all deductions made in that month. For March deductions, the deadline extends to 30 April. Applicable on salaries, contractor payments, rent, professional fees, and payments to foreign parties. Rates vary – for individuals, TDS on salaries follows the applicable slab rate; for companies and other than individuals, the rate differs by payment type under the Direct Tax Code 2025.

GST Returns

Foreign subsidiaries with aggregate turnover above ₹5 crore must file GSTR-1 (outward supplies) by the 11th and GSTR-3B (summary return with tax payment) by the 20th of the following month. Those opting for the QRMP scheme file GSTR-1 quarterly but pay tax monthly via PMT-06 by the 25th of each month. Explore GST Filing services by Taxocity for managed monthly compliance.

Provident Fund (PF) & ESI Contributions (15th)

Employers with 20 or more employees must deposit Provident Fund contributions by the 15th of the following month. ESI contributions are due by the 15th as well for establishments with 10 or more employees. Both are applicable to the Indian payroll of the foreign subsidiary.

Quarterly Compliance Obligations

Quarter	Period	TDS Return (Form 24Q/26Q)	Advance Tax Due Date	GSTR-1 (QRMP)
Q1	April – June	31 July	15 June (15%)	13 July
Q2	July – September	31 October	15 September (45%)	13 October
Q3	October – December	31 January	15 December (75%)	13 January
Q4	January – March	31 May	15 March (100%)	13 April

Advance Tax: A foreign subsidiary earning income in India must pay advance tax in four installments. For companies (other than individuals), the cumulative percentages are 15%, 45%, 75%, and 100% of estimated annual tax liability as per the above schedule. Missing instalments attracts interest under Sections 234B and 234C of the Direct Tax Code 2025.

TDS Returns: Form 26Q covers all TDS deductions other than salary. Form 24Q covers salary TDS. Both must be filed quarterly. TDS certificates (Form 16/16A) must be issued to deductees within 15 days of the due date of the return.

Annual Compliance Calendar (April 2026 – March 2027)

Due Date	Compliance	Authority	Form / Return
30 April 2026	TDS deposit for March deductions	Income Tax Dept.	Challan 281
15 June 2026	Advance Tax – 1st instalment (15%)	Income Tax Dept.	Challan 280
30 June 2026	FC-GPR filing if FDI received in prior period	RBI / FIRMS Portal	FC-GPR
31 July 2026	Q1 TDS Return (non-salary)	Income Tax Dept.	Form 26Q
31 July 2026	Q1 TDS Return (salary)	Income Tax Dept.	Form 24Q
15 September 2026	Advance Tax – 2nd instalment (45%)	Income Tax Dept.	Challan 280
30 September 2026	Annual General Meeting (AGM) – within 6 months of FY end	MCA / ROC	Internal resolution
30 September 2026	DIR-3 KYC for all directors	MCA	Form DIR-3 KYC
30 October 2026	Q2 TDS Returns	Income Tax Dept.	Form 24Q / 26Q
31 October 2026	Annual Return filing with ROC	MCA / ROC	Form MGT-7 / MGT-7A
31 October 2026	Financial Statements filing with ROC	MCA / ROC	Form AOC-4
31 October 2026	Income Tax Return (companies requiring audit)	Income Tax Dept.	ITR-6
31 October 2026	Tax Audit Report (if turnover exceeds ₹1 crore / ₹10 crore digital)	Income Tax Dept.	Form 3CA-3CD / 3CB-3CD
31 October 2026	Transfer Pricing Audit Report (if international transactions exist)	Income Tax Dept.	Form 3CEB
30 November 2026	Transfer Pricing Return (if Form 3CEB filed)	Income Tax Dept.	ITR-6
15 December 2026	Advance Tax – 3rd instalment (75%)	Income Tax Dept.	Challan 280
31 December 2026	GST Annual Return	GST Council	GSTR-9 / GSTR-9C
31 January 2027	Q3 TDS Returns	Income Tax Dept.	Form 24Q / 26Q
15 March 2027	Advance Tax – Final instalment (100%)	Income Tax Dept.	Challan 280
31 March 2027	Annual MSME payment compliance (if applicable)	MSME / MCA	Form MSME-1
31 May 2027	Q4 TDS Returns	Income Tax Dept.	Form 24Q / 26Q

Key ROC Filings Explained

What is Form AOC-4?

AOC-4 is the form for filing audited financial statements (Balance Sheet, Profit & Loss Account, Directors' Report, Auditor's Report, and related annexures) with the Registrar of Companies. For a foreign subsidiary, this must be filed within 30 days of the AGM (i.e., by 30 October if AGM is held in September). Failure to file attracts a penalty of ₹100 per day of default with no upper cap.

What is Form MGT-7?

MGT-7 is the Annual Return containing details of shareholders, directors, share capital, indebtedness, and related party information. It must be filed within 60 days of the AGM. For foreign subsidiaries, it also captures FDI details and foreign director particulars. The form must be signed by a Company Secretary in practice if the paid-up capital exceeds ₹10 lakh.

What is DIR-3 KYC?

Every director holding a DIN (Director Identification Number) must submit DIR-3 KYC annually by 30 September. Foreign nationals serving as directors on Indian subsidiary boards must complete this e-KYC process with their foreign passport details. Non-filing deactivates the DIN, preventing the director from signing any company document until compliance is restored (with a ₹5,000 penalty).

FEMA and RBI Compliance for Foreign Subsidiaries

What FEMA filings are mandatory?

Every time a foreign parent company remits capital into the Indian subsidiary (FDI), the subsidiary must report the inflow to the RBI via the FIRMS portal within 30 days of receipt of funds. The FC-GPR form is then filed after shares are allotted, also within 30 days of allotment. Transfer of shares between residents and non-residents requires an FC-TRS filing within 60 days.

Annual Performance Report (APR)

If the Indian subsidiary has made any Overseas Direct Investment (ODI) – for example, in a step-down subsidiary abroad – it must file an Annual Performance Report (APR) with the RBI by 31 December each year. This is filed through the authorised dealer bank. Non-compliance with FEMA can attract a penalty of up to 3 times the amount involved.

External Commercial Borrowings (ECB)

If the foreign parent has extended a loan to the Indian subsidiary as an External Commercial Borrowing, a monthly ECB-2 return must be filed with the RBI by the 7th of every month. This is in addition to the initial Form ECB filed at the time of loan agreement.

Transfer Pricing: A Critical Obligation for Foreign Subsidiaries

Any international transaction between the Indian subsidiary and its foreign parent or group entities must be conducted at arm's length price. If the aggregate value of international transactions exceeds ₹1 crore, a Transfer Pricing Audit (Form 3CEB) must be obtained from a Chartered Accountant and submitted by 31 October. The ITR deadline extends to 30 November in such cases.

Transfer pricing adjustments by the Income Tax Department are one of the most common and expensive disputes faced by foreign subsidiaries. Maintaining a Transfer Pricing Study (TP Documentation) every year is strongly recommended regardless of the threshold. Talk to a Taxocity compliance expert to structure your intercompany pricing before the financial year ends.

GST Compliance for Foreign Subsidiaries

A foreign subsidiary that supplies goods or services in India must register under GST if aggregate turnover exceeds ₹20 lakh (₹10 lakh for special category states). Most foreign subsidiaries cross this threshold. Monthly GSTR-1 and GSTR-3B returns are mandatory. If the subsidiary provides software or services to overseas group companies, it may be eligible to file a Letter of Undertaking (LUT) and export services without payment of IGST. Explore GST Registration and GST Filing support from Taxocity.

As of July 2026, the GSTR-9 annual return threshold remains at ₹2 crore aggregate turnover. Subsidiaries above ₹5 crore must also file GSTR-9C (reconciliation statement), which requires certification by a CA.

Consequences of Non-Compliance

Default	Penalty / Consequence
Late ROC filing (AOC-4 / MGT-7)	₹100 per day per form (no cap)
DIR-3 KYC not filed	DIN deactivated + ₹5,000 penalty
Late TDS deposit	1.5% per month interest + 1% per month for non-deduction
Late GST return	₹50/day (₹20/day for Nil return) + 18% p.a. interest on outstanding tax
FEMA violation (FC-GPR / FC-TRS delay)	Penalty up to 3x the amount involved + ₹5,000/day for continuing violation
Transfer Pricing non-disclosure	Penalty of 2% of transaction value
Non-payment of advance tax	Interest under Sections 234B and 234C of Direct Tax Code 2025

How Taxocity Supports Foreign Subsidiaries

Taxocity has been managing compliance for businesses across India for over three decades. Our end-to-end support for foreign subsidiaries covers everything from initial Private Limited Company Registration through annual ROC filings, GST compliance, transfer pricing documentation, and FEMA/RBI reporting.

• Dedicated compliance manager assigned to your subsidiary
• 100% compliance guarantee – we take responsibility for timely filings
• Real human experts – CAs, CSs, and tax professionals, not just software
• End-to-end support – from incorporation to annual compliance to scaling
• 4.8/5 rating from 5,000+ satisfied clients across India

Never miss a compliance deadline again. Talk to a Compliance Expert Today and let Taxocity handle every filing on your behalf.

Frequently Asked Questions

Does a foreign subsidiary need to hold an AGM in India?

Yes. A foreign subsidiary incorporated as a Private Limited Company in India must hold its Annual General Meeting within 6 months of the close of the financial year – by 30 September for companies following the April-March financial year. The first AGM must be held within 9 months of the first financial year end. Failure to hold an AGM attracts a penalty on the company and every officer in default.

Is a statutory audit mandatory for a foreign subsidiary?

Yes. Every company registered in India, including a foreign subsidiary, must get its accounts audited by a Chartered Accountant every financial year under the Companies Act 2013. There is no turnover threshold exemption for the statutory audit. The auditor's report is then annexed to the financial statements filed with the ROC in Form AOC-4.

Must a foreign subsidiary have a resident director?

Yes. As per Section 149 of the Companies Act 2013, every company must have at least one director who is a resident of India – meaning a person who has stayed in India for a total period of not less than 182 days during the immediately preceding calendar year. Foreign subsidiaries must ensure a resident director is always on the board to remain compliant.

Does a foreign subsidiary need a separate GSTIN?

Yes. The Indian subsidiary is a separate legal entity from its foreign parent and must obtain its own GST registration once the applicable turnover threshold is crossed. The foreign parent's GST registration (if any) in another country has no bearing on the Indian subsidiary's GST obligations under Indian GST law.

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Disclaimer: This article is intended for general informational purposes only and does not constitute tax, legal, or financial advice. Compliance requirements are subject to change based on amendments to the Companies Act, Direct Tax Code, GST laws, and FEMA regulations. Please consult a qualified tax advisor or compliance professional before taking any action based on the information provided here.