For German Parent Companies: Establishing a Subsidiary in India

Subin B & Associates has completed foreign subsidiary mandates for German holding companies establishing operating presence in Kerala and India. This guide addresses the exact procedural requirements German Geschäftsführer face during incorporation.

Documents Required from a German Parent (GmbH / AG)

• Commercial Register Extract (Handelsregisterauszug): Official register copy certified within the last 6 months.
• Articles of Association (Gesellschaftsvertrag): Certified copy of constitutional documents.
• Board Resolution (Gesellschafterbeschluss): Authorising the Indian incorporation, capital contribution, and appointing the authorised signatory.
• Passport of Authorised Signatory / Directors: Certified copy of valid German passport.

The Attestation Process in Germany

1. Notarial Execution (Notarielle Beglaubigung): Documents executed before a German Notar. We provide exact Indian draft wording to German notaries beforehand.
2. Apostille via Regional Court (Landgericht): Germany is a Hague Apostille signatory. The apostille certificate is issued by the President of the competent Landgericht. No Indian consulate involvement required.
3. Certified English Translation: Documents issued in German must carry a certified English translation, itself notarised and apostilled.

Avoiding the German Dual Capacity Trap

In German corporate practice, the Geschäftsführer naturally signs on behalf of the GmbH. However, under Indian Rule 13, if he signs on behalf of the German parent company, he cannot simultaneously hold the 1 nominee share in his individual name. See our dedicated guide on nominee shareholder rules.

India-Germany DTAA & HGB Reporting

Under the India-Germany Double Taxation Avoidance Agreement (DTAA), dividend withholding tax is capped at 10% (subject to TRC and Form 10F). Our Virtual CFO team provides monthly trial balance mappings into the German parent's Chart of Accounts (SKR03 / SKR04) for seamless HGB group consolidation. Read more on Virtual CFO for foreign subsidiaries.