Certificate of Incorporation
GOVERNMENT OF INDIA MINISTRY OF CORPORATE AFFAIRS Central
Registration Centre
CERTIFICATE OF INCORPORATION
[Pursuant to sub-section (2) of section 7 of the Companies Act, 2013 (18 of
2013) and rule 18 of the Companies (Incorporation) Rules, 2014]
I hereby certify that [NAME OF THE INDIAN SUBSIDIARY] PRIVATE LIMITED
is incorporated on this [Day] day of [Month], [Year] under the Companies Act,
2013 and that the company is limited by shares.
The Corporate Identity Number (CIN) of the company is
[U12345XX2026PTC123456].
The Permanent Account Number (PAN) of the company is [ABCDE1234F] @
The Tax Deduction and Collection Account Number (TAN) of the company is
[ABCD12345E] @
Given under my hand at ____________ this [Day] day of [Month] Two
Thousand Twenty Six.
Digital Signature Certificate (Name of the Registrar) Registrar of Companies
Central Registration Centre
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD
OF DIRECTORS OF [NAME OF FOREIGN PARENT COMPANY] AT THEIR
MEETING HELD ON [DATE] AT [TIME] AT [VENUE/ADDRESS]
RE: INVESTMENT IN AND INCORPORATION OF A WHOLLY OWNED SUBSIDIARY IN
INDIA
“RESOLVED THAT pursuant to the applicable laws of [Country of Origin] and the
constitutional documents of the Company, the consent of the Board of Directors be and is
hereby accorded to incorporate a Wholly Owned Subsidiary (WOS) in India under the name
and style of '[PROPOSED INDIAN SUBSIDIARY NAME] PRIVATE LIMITED' or such other
name as may be approved by the Registrar of Companies, Ministry of Corporate Affairs,
India.”
“RESOLVED FURTHER THAT the proposed Indian Subsidiary shall carry on the business
of acquiring, purchasing, commissioning, owning, and managing copyrights and other
intellectual property rights from artists and creators in India, as detailed in the draft
Memorandum of Association (MOA).”
“RESOLVED FURTHER THAT the Company shall subscribe to [Number of Shares, e.g.,
99,999] Equity Shares of face value INR 10/- each, amounting to an initial investment of INR
[Total Amount], and that [Name of Nominee] be appointed as a nominee shareholder
holding 1 share to satisfy the statutory requirement of a minimum of two shareholders for a
Private Limited Company in India.”
“RESOLVED FURTHER THAT [Name of Authorized Representative], holding
[Title/Designation], be and is hereby authorized to:
1. Sign and execute the Memorandum of Association (MOA) and Articles of Association
(AOA) on behalf of the Company.
2. Appoint legal counsel, chartered accountants, and consultants in India for the
purpose of incorporation.
3. Represent the Company before the Registrar of Companies (ROC), Reserve Bank of
India (RBI), and other statutory authorities in India.
4. Execute all such deeds, documents, and filings as may be required under the
Companies Act, 2013 and FEMA regulations to give effect to this resolution.”
“RESOLVED FURTHER THAT [Name of First Director 1] and [Name of First Director 2]
be and are hereby nominated to act as the first Directors on the Board of the proposed
Indian Subsidiary.”
“RESOLVED FURTHER THAT a copy of this resolution be certified as true by any Director
of the Company and be notarized and apostilled for submission to the relevant authorities in
India.”
Certified True Copy:
For [NAME OF FOREIGN PARENT COMPANY]
(Signature) __________________________ [Name of Director] Director DIN/Passport No:
[Number] Date: [Date] Place: [City, Country]
SPECIAL POWER OF ATTORNEY
TO ALL TO WHOM THESE PRESENTS SHALL COME, WE, [NAME OF FOREIGN
PARENT COMPANY], a company incorporated under the laws of [Country], having its
registered office at [Foreign Address] (hereinafter referred to as the "Principal"), through
its Authorized Signatory, [Name of Director/Signatory], authorized via Board Resolution
dated [Date].
WHEREAS the Principal intends to incorporate a wholly owned subsidiary in India under the
name and style of "[PROPOSED INDIAN SUBSIDIARY NAME] PRIVATE LIMITED".
AND WHEREAS the Principal is desirous of appointing an attorney to represent the
Principal before the Registrar of Companies (ROC), Reserve Bank of India (RBI), and other
statutory bodies in India for the purposes of said incorporation.
NOW KNOW YE ALL BY THESE PRESENTS THAT the Principal does hereby nominate,
constitute, and appoint [NAME OF REPRESENTATIVE], [Designation/Occupation],
resident of [Address in India/Foreign Address], holding Passport/ID No. [Number]
(hereinafter referred to as the "Attorney") to be the true and lawful Attorney of the Principal,
in its name and on its behalf, to do and execute all or any of the following acts, deeds, and
things:
1. Execution of Documents: To sign, execute, and file the Memorandum of
Association (MOA), Articles of Association (AOA), and all other digital or physical
forms required for the incorporation of the subsidiary under the Companies Act,
2013.
2. Representations: To appear and represent the Principal before the Registrar of
Companies, Ministry of Corporate Affairs, and any other government or local
authority in India.
3. Digital Signatures: To apply for and obtain Digital Signature Certificates (DSC) and
Director Identification Numbers (DIN) for the proposed directors.
4. Name Reservation: To apply for the reservation of the company name through the
RUN (Reserve Unique Name) or SPICe+ web service.
5. Corrections & Amendments: To make necessary corrections, additions, or
deletions in the incorporation documents as may be suggested or required by the
Registrar of Companies or other authorities.
6. FEMA Compliance: To sign and file Form FC-GPR and other necessary
declarations before the Reserve Bank of India (RBI) through the FIRMS portal
concerning the inward remittance of subscription money.
7. General Acts: To do all such other acts and things as may be necessary or
incidental for the successful incorporation and commencement of business of the
Indian subsidiary.
AND the Principal hereby agrees to ratify and confirm all acts and deeds lawfully done by
the said Attorney under the authority of this Power of Attorney as if the same were done by
the Principal itself.
IN WITNESS WHEREOF, the Principal has executed this Power of Attorney on this [Day] of
[Month], 2026.
For and on behalf of [NAME OF FOREIGN PARENT COMPANY]
(Signature) __________________________ [Name of Director/Signatory] Title:
[Designation] In the presence of Witness: [Name and Signature of Witness]