The decision to enter India is commercial. The way it is executed is legal. Form of entity, FDI route, tax position, sectoral licence, data protection posture and contract architecture — each is a constraint on the next. We sequence them so the business that goes live on Day-1 is the same one that survives Year-5.
The entity decides the FDI route. The FDI route shapes the cap table. The cap table drives transfer pricing. Transfer pricing constrains the contract architecture. The contract architecture is what India’s regulators and counterparts actually read. We do not parcel these into silos. We write them as one document set.
Private Limited · LLP · Branch · Liaison · Project Office
Selection, incorporation and operationalisation of the right vehicle — SPICe+ filings, AD Bank coordination, statutory registers, governance charters and beneficial-ownership disclosures done right the first time.
Open the serviceAutomatic · Government route · Press Note 3 · Sectoral caps
Investment route diagnosis, sectoral cap reads, Press Note 3 land-border vetting, FCGPR, FCTRS and ODI filings, downstream investment governance, and pricing guideline defence.
Open the serviceCorporate · Transfer Pricing · GST · DTAA
Residency strategy, holding structure, treaty optimisation, transfer pricing policy and documentation, GST cross-border services read, Equalisation Levy and SEP exposure.
Open the serviceRBI · SEBI · MeitY · IRDAI · CDSCO · BIS
Activity-specific licence architecture across BFSI, fintech, healthcare, e-commerce, manufacturing, defence and digital services — mapped, sequenced and shepherded through.
Open the serviceContracts · Employment · IP · DPDPA · Disputes
The day after go-live: customer contracts, vendor MSAs, IP assignment and licensing, employment and POSH compliance, DPDPA notices and consent, and a dispute-resolution architecture.
Open the serviceSix stages. Each hands clean inputs to the next. Activity mapping decides form. Form decides FDI route. FDI route shapes tax and transfer pricing. Tax and pricing shape contracts. Contracts and policies stand up DPDPA, employment, IP and dispute resolution. Nothing is retrofitted.
Identify the precise activities the India entity will perform, map them to the FDI policy, the FEMA NDI Rules and applicable sectoral regulators, and read each activity through the TCL Framework.
Choose between Wholly-Owned Subsidiary, LLP, Branch Office, Liaison Office or Project Office based on revenue model, IP residency, capital plan, repatriation horizon and sector caps.
Execute SPICe+ filings, obtain PAN, TAN, GST, IEC, Shops & Establishment, Professional Tax, and open the AD Bank current account through to first capital infusion.
Complete FCGPR within 30 days of allotment, ensure FCTRS for secondary transfers, document pricing guideline compliance, and report downstream investments and beneficial ownership.
Lay the corporate tax position, transfer pricing methodology and documentation, GST architecture for inbound and outbound services, and Equalisation Levy / SEP read.
Stand up the contract templates (MSA, SOW, NDA, employment, IP assignment), Privacy Notice and DPDPA consent flows, POSH and labour compliance, and the dispute resolution clause architecture.
A tax position that is not technically defensible is theatre. A contract that does not reflect the commercial flow does not survive the first audit. A DPDPA notice that is not engineered into the product cannot be enforced. Our framework reads every entry decision under all three lenses, simultaneously.
Short, direct, on the record.
It depends on the activity, capital plan, repatriation horizon and sector. A wholly-owned subsidiary (Private Limited under the Companies Act, 2013) is the default for revenue operations. A Branch Office or Project Office under the Foreign Exchange Management (Establishment in India of a Branch Office or a Liaison Office or a Project Office or any Other Place of Business) Regulations, 2016 is suited for specific approved activities. A Liaison Office cannot generate revenue. An LLP is now FDI-eligible under the automatic route for sectors permitting 100% FDI. We do not start with form; we start with sector, activity, IP residency and repatriation, and the form is the output.
The Consolidated FDI Policy and the FEMA Non-Debt Instruments Rules, 2019 govern this read. Most manufacturing, IT/ITES, B2B SaaS and many service sectors are under the 100% automatic route. Multi-brand retail, defence beyond stated caps, satellites, print media and certain financial services require Government approval through DPIIT and the administrative ministry. Press Note 3 (2020) adds a prior approval requirement for any investor from a country sharing a land border with India — a deal variable for every cap table, not just direct shareholders.
A clean Private Limited incorporation through SPICe+ can complete in 10 to 15 working days post documentation. PAN, TAN, GST registration, IEC and a current account add another 2 to 4 weeks. Where Branch or Project Office route applies, RBI approval through the AD Bank can take 6 to 10 weeks. A defensible plan adds time for FCGPR reporting, transfer pricing documentation, statutory auditor appointment and DPDPA contract retrofit before the first revenue invoice is raised.
Three layers govern the read: the India Income-tax Act, 1961 (including transfer pricing under Section 92 and the Place of Effective Management test for residency), the applicable Double Taxation Avoidance Agreement, and the Goods and Services Tax regime for cross-border services. Equalisation Levy, Significant Economic Presence and the digital tax framework are live considerations for digital businesses. The cost of getting structuring wrong is paid at every repatriation — dividend, royalty, fee for technical services, and exit. The architecture has to be decided before the first invoice, not after the first notice.
Yes. The Digital Personal Data Protection Act, 2023 and the DPDP Rules, 2025 apply to any business processing the personal data of data principals in India, including employee data, customer data and prospect data. The penalty ceiling is INR 250 crore per breach. A new entrant must publish a Privacy Notice in English and the Eighth Schedule languages, obtain free, specific, informed, unconditional, unambiguous consent with clear affirmative action, and ensure data fiduciary obligations are operational from go-live. Building this in at Day-1 is cheaper than retrofitting at scale.
A company secretary files. An accountant computes. AMLEGALS engineers the legal architecture that those filings and computations sit on. We read each market-entry decision through the TCL Framework™ — the Technical seam (data, IP, systems), the Commercial seam (revenue, pricing, transfer pricing) and the Legal seam (contract, regulation, disclosure) — and write the structure that survives DPDPA enforcement, FEMA scrutiny, GST audit and a future M&A or IPO data room.
An entry plan that wins a slide deck rarely survives a regulator. The structures that hold are not the cleverest — they are the ones that read straight under FEMA, ICDR, DPDPA and Section 92 of the Income-tax Act simultaneously.
The cost of building DPDPA into the product on Day-1 is small. The cost of retrofitting it across thousands of customers, vendors and employees after a notice is not. New entrants choose the side of this trade once.
The land-border rule does not just touch direct foreign shareholders. It reaches through holding structures, downstream vehicles and beneficial ownership. Treating it as a footnote is how Indian transactions get stuck.
The earliest mandate is the most valuable mandate. Sector, form, route and jurisdiction are decided long before incorporation.