The Challenge
Setting up in India is rarely just a registration exercise. For this client, the real complexity sat in what comes after incorporation:
- Governance requirement: Indian company law requires at least one resident director on the board. A foreign parent with no local presence has no one to appoint.
- Treasury control: Funds were flowing in from the US parent for working capital and capital expenditure, and the client needed disciplined, transparent handling of that money from day one, not after the first audit finding.
- Compliance blind spots: First-time foreign promoters typically don't know which filings are due when, until a penalty notice arrives. ROC filings, income tax, GST, TDS, and labour law registrations all carry independent timelines and independent consequences for missing them.
- No back office: There was no accounting function, no payroll process, and no one tracking vendor payments, employee reimbursements, or statutory deductions.
Left unaddressed, any one of these gaps could have exposed the Indian entity, and by extension the US parent, to penalties, board-level liability, or a stalled operation in the first year.
Our Approach
We treated this as a single continuous mandate rather than a series of separate engagements, because that is how the client actually experiences it.
1. Incorporation and structuring
We handled the full incorporation process - name approval, MOA/AOA drafting, DIN and DSC for directors, and ROC filing - structured around the parent company's ownership and reporting requirements from the outset.
2. Resident director services
SMACAS provided a resident director to satisfy the statutory requirement under the Companies Act, allowing the subsidiary to be board-compliant from incorporation without the parent needing to relocate or nominate someone internally on short notice.
3. Treasury operations
We took charge of managing inbound funds from the US parent, tracking utilisation against budgets, and maintaining the documentation trail needed for RBI and FEMA reporting on foreign remittances into the Indian entity.
4. Statutory compliance calendar
We built and now run a compliance checker covering ROC, income tax, GST, TDS, PF/ESI, and shops and establishment requirements, so nothing is tracked from memory and nothing is missed by default.
5. Accounting and payroll
We manage the subsidiary's books on an ongoing basis and run payroll end to end, including statutory deductions, payslips, and employer compliance filings.
6. Advisory
Beyond execution, we sit with the client on structuring decisions, tax positions, and operational questions as they scale, functioning as their finance and compliance advisor rather than a vendor they contact once a year.