+7 (495) 221 31 46Discuss a matterLegal and tax navigator
A practical India navigator covering foreign investment, companies, tax, FEMA, banking, funds, GIFT IFSC and financial licensing.
Legal and business review
Company incorporation alone does not authorise foreign investment, a regulated product or a cross-border payment. Before formation, we align the sector, automatic or government route, ownership limits, investment pricing, FEMA reporting, tax, people, contracts, banking and the licensing authority.
India combines federal legislation, a common-law judicial tradition and extensive state rules. MCA leads the corporate perimeter; DPIIT, government authorities and RBI cover foreign investment; SEBI covers securities and funds; RBI regulates banks, NBFCs and payments; IRDAI covers insurance; and IFSCA regulates GIFT IFSC. Each project needs a regulator map.
The FDI Policy and Non-Debt Instruments Rules divide investment into automatic and government routes and impose sector caps, conditions and prohibitions. Direct and indirect foreign ownership, beneficial ownership, pricing, downstream investment, sector conditions and reporting through an authorised dealer bank must be tested. Investor-country restrictions require a separate review.
A private limited company is the usual operating or holding vehicle; an LLP is not available for every FDI sector; and branches, liaison offices and project offices follow separate RBI rules. SPICe+ links name reservation, incorporation, DIN, PAN/TAN and related registrations. A resident director, registered office, auditor, beneficial ownership, accounts and annual filings continue after formation.
The articles, shareholders’ agreement and actual conduct should align board composition, reserved matters, transfer restrictions, pre-emption, deadlock, related-party transactions, distributions and exit. Contractual rights must be tested against the Companies Act and constitutional documents. Listed and regulated entities face additional SEBI, RBI or IFSCA rules.
A domestic company compares the ordinary regime with sections 115BAA and 115BAB, taking account of foregone incentives, surcharge and 4% cess. MAT, PE, business connection, withholding, transfer pricing, interest limitation, losses, capital gains and treaty access require separate analysis. The election follows a financial model, not a headline rate.
GST is a multi-rate system comprising CGST, SGST/UTGST and IGST, with place-of-supply, registration, input-credit, invoicing and e-way-bill rules. Imports connect customs value, classification, basic customs duty and import GST. Stamp duty, property taxes and certain charges depend on the state and instrument.
Residence depends on presence days and special rules including deemed residence and RNOR status. Salary, perquisites, director fees, business, investments, capital gains, foreign assets, social-security arrangements and treaty relief must be tested. Immigration, payroll, permanent establishment and corporate management are analysed together.
An Indian company typically provides incorporation, PAN, GST where applicable, UBO, board authority, address, contracts, FDI records, source of funds and transaction forecasts. The market includes State Bank of India, HDFC Bank, ICICI Bank, Axis Bank, Kotak Mahindra Bank and other RBI-listed banks; product availability depends on the profile. Non-residents use designated account types and repatriation rules.
Equity, debt, services, royalties, imports, exports, external commercial borrowing, guarantees and overseas investment follow different routes. The authorised dealer bank checks purpose, documents, pricing, deadlines and forms. Contract, invoice and tax treatment should match the payment code and regulatory basis before funds move.
An onshore alternative investment fund registers with SEBI as a Category I, II or III AIF and commonly uses a trust, company, LLP or other permitted form with a manager, trustee/custodian and placement memorandum. A private family trust is not a regulated fund. Settlor, trustee, beneficiaries, control, tax, succession, FEMA and asset location must be aligned.
GIFT IFSC is a specialised international financial perimeter under IFSCA. It supports Fund Management Entities and schemes under the 2025 regulations, IFSC Banking Units, capital-market intermediaries, insurance and other permitted services. A GIFT structure needs its own authorisation, people, capital, governance, AML/CFT, technology and activity controls; it is not a simple free-zone incorporation.
Banking companies, small finance banks, payments banks, NBFCs, payment aggregators, prepaid instrument issuers, investment advisers, portfolio managers, merchant bankers, brokers, AIF managers and insurance intermediaries sit in different regimes. Product, client money, lending, custody, advice, distribution and execution are classified before designing the applicant, capital, fit-and-proper case, people, IT, outsourcing and compliance.
Equity, convertible and debt issues require a combined Companies Act, FEMA, SEBI and listing analysis. Private placement is not public marketing: offerees and communications are restricted, and corporate approvals, valuation, offer and allotment records, banking trail and filings are required. Foreign investors also test the FDI/FPI route, sector cap and repatriation.
Launch connects employment contracts, payroll, provident fund or insurance where applicable, visas, POSH, local registrations and contractor terms. Data work covers lawful purpose, notices, consent where required, processors, cyber controls, incident response and cross-border architecture under the Digital Personal Data Protection framework and sector rules.
Commercial contracts align authority, price and tax, currency, delivery, IP, data, termination and disputes. Choice of Indian courts or arbitration, seat, institution, governing law, interim relief and enforcement must account for mandatory Indian law. Notices and evidence of performance should be created from the start.
Solutions for international business
The legal system and corporate law determine which vehicle can be formed, how assets are controlled, which licences are required and whether the structure is bankable.
We select an LLC, corporation, partnership, branch, holding or special vehicle and prepare constitutional documents, governance, UBO and approvals.
We compare control, asset ownership, beneficiaries, succession, tax, substance and bankability.
We select an institution for the relevant countries and flows, prepare ownership, business model and source-of-wealth/funds files, and support onboarding.
We classify banking, payment, investment, fund, insurance and other regulated functions and design the licensing and compliance route.
Formation, licensing and account opening remain subject to the decision of the relevant authority, regulator or financial institution.
Discuss an international structureInternational tax expertise
A headline rate is only the beginning. Test the full life cycle before choosing a company, fund, bank or place of management.
New rules, effective dates and transition provisions.
Rates, base, special regimes, minimum tax and sector rules.
Management, agents, premises, people, construction and services.
VAT/GST, sales tax, customs, excise, property and registration charges.
Recognition, depreciation, interest, provisions and loss relief.
Consolidation, intra-group transfers, M&A, financing and exit.
Eligibility, real activity, people, expenditure and preservation of relief.
Dividends, interest, royalties, services, capital gains and branch remittance.
Related parties, arm’s length, documentation, DEMPE and treaty entitlement.
Registration, returns, deadlines, audits, penalties, objections and litigation.
Presence days, domicile, permanent home, centre of interests and treaty tie-breakers.
Employment, director fees, business, investments and property.
Allowances, reliefs, pension and insurance contributions.
Capital gains, wealth, property, inheritance and gift taxes.
Foreign tax credit, exemption, treaties and residence certificates.
Returns, instalments, notifications, foreign assets and sample computation.
The outcome depends on the facts, source, residence, applicable treaty and law in force on the transaction date.
Primary sources
Open the regulator and tax-authority documents supporting the country overview. Applicability is tested separately for each transaction.
Banking support
We first test the activity, ownership, investment instrument and licensing perimeter, then prepare the corporate, tax and KYC/AML file for formation, funding and banking. The relevant authority, regulator and bank retain final discretion.
Discuss opening an accountThe information is general in nature, does not constitute legal or tax advice and should be verified as of the date of the specific transaction.