The vehicle you choose determines what the entity can do, who can sit on its board, and how the parent gets money in and profit out. Get this decision right before anything else moves.
Why a wholly-owned subsidiary, almost always
Three structures are technically available: a private limited subsidiary, a Limited Liability Partnership, and a branch or liaison office. For a captive centre, a private limited company (a Wholly Owned Subsidiary, or WOS, under the Companies Act, 2013) wins in nearly every case. A branch office cannot freely undertake manufacturing or full commercial activity and sits under a more restrictive RBI approval regime. An LLP is a poor fit for majority foreign ownership structures that plan to raise further equity, reinvest profits, or eventually list or divest, since its capital structure is less flexible and less familiar to acquirers. A private limited WOS gives the parent 100% ownership (permitted under the automatic route for most sectors relevant to a GCC), limited liability, and a corporate form every bank, auditor, and future acquirer already understands.
What we help you decide before incorporation
- Ownership route. Whether the parent holds shares directly, or through an intermediate holding entity, driven by the parent's own tax residency and treaty position, not by anything India-side.
- Funding mechanism. Equity capital versus External Commercial Borrowing (ECB) versus a mix, since each has different RBI reporting and repatriation consequences later.
- Share capital and director composition. The Companies Act requires at least one director resident in India for 182 days in the preceding financial year. Most parents nominate their own officers to the remaining board seats and add one India-resident director, either a Clairvoyis nominee or a hire, to satisfy this.
- IP ownership. Where the IP the GCC creates or touches legally sits, decided at structuring stage and written into employment contracts later, not fixed retroactively.
We've structured this exact entity type before: software companies setting up their India operation as a wholly-owned subsidiary of the US or Gulf parent. The questions above are the ones that actually move the outcome; everything else is paperwork.
Talk to us about your GCC.
Bring your parent company's requirements; leave with a written, fixed-fee setup plan, on the same calendar as everything else we file for you.