A US legal team does not think in “sections”. It thinks in liability, discovery, FCPA exposure, repatriation and audit risk. We translate India’s regime into that reference frame — so the structure your board approves is the structure that actually holds in India.
Every American GC asks the same four questions before India: what is our liability exposure, what happens in a dispute, where is our anti-corruption risk, and how does cash come home. India answers each one differently from the United States — and the differences, not the similarities, decide the structure. We start there.
Entry into India is not a single transaction; it is a sequence of interlocking legal decisions where each choice constrains the next. We run all six under one roof so the structure, the compliance and the contracts never contradict each other.
A Delaware parent over an Indian wholly-owned subsidiary is the default for revenue operations — but the right answer depends on IP residency, repatriation horizon and whether a Singapore or Mauritius layer earns its keep. We size the structure to the business, not the brochure.
The Foreign Corrupt Practices Act follows your company into India, and the Prevention of Corruption Act, 1988 applies on the ground. We build the gifts, facilitation, distributor and channel-partner controls that survive both — and the third-party diligence that defends a books-and-records review.
Permanent-establishment exposure, the interaction of Indian profits with GILTI and Subpart F, and India’s aggressive transfer-pricing regime are the three lines a CFO watches. We structure inter-company flows, secondments and cost-plus captives to be defensible on both sides of the treaty.
India has no broad U.S.-style discovery and a slow civil docket. The protection is built at the contract stage: the right seat, the right institutional rules, and award enforceability under the New York Convention — not litigation strategy after a dispute begins.
India is a first-to-file trademark jurisdiction with real limits on software patentability. Where IP is created in your Indian entity, the assignment, work-for-hire and moral-rights position has to be papered correctly the first time — retrofitting ownership later is expensive and sometimes impossible.
India is moving to a single federal data law where the U.S. still runs a state patchwork. The Digital Personal Data Protection Act, 2023 imposes consent, fiduciary and breach obligations your CCPA program does not map cleanly onto. We bridge the two before the enforcement window opens.
Each stage hands clean inputs to the next. The structure decision drives the incorporation; the incorporation drives the licensing; the licensing drives the compliance calendar that keeps you audit-proof.
Translate your board’s risk vocabulary — liability, discovery, FCPA, repatriation — into the Indian instruments that govern each.
Select entity, holding layer and tax architecture against IP residency, repatriation and treaty position.
FEMA pricing, FDI route (automatic vs approval), sectoral caps and Press Note 3 land-border checks across the cap table.
Charter, shareholder and inter-company agreements, ESOP, IP assignment and FCPA-grade compliance policies.
Day-2 counsel: payroll and labour codes, transfer pricing, DPDPA, repatriation of dividends, royalties and fees.
There is no broad pre-trial discovery, no class-action machinery as you know it, and a civil court timeline measured in years. That is not a weakness to fear — it is a design parameter. The protection a U.S. company would expect from discovery and motion practice has to be engineered into the contract instead.
Short, direct, on the record.
It depends on exit plan, treaty position and substance appetite. A direct Delaware-to-India structure is the cleanest for an operating business with no near-term sale. An intermediate Singapore or Mauritius holdco can help with pooling, future M&A and treaty efficiency — but only if it carries real commercial substance, because India’s General Anti-Avoidance Rules and the principal-purpose test will disregard a hollow layer. We model both before recommending.
Real enough to design for. India’s public-facing approvals, inspections and licensing touchpoints create the classic FCPA pressure points, and the Prevention of Corruption Act, 1988 criminalises the giving side as well. The defence is documented: a gifts-and-hospitality policy, facilitation-payment prohibition, vendor and channel-partner due diligence, and books-and-records discipline calibrated to Indian operations.
That is exactly the line to manage. Secondees, dependent agents, a fixed place of business and even certain service arrangements can create a PE under the India–US DTAA, pulling profit into the Indian tax net and complicating your U.S. position. We structure roles, contracts and inter-company terms so the PE question has a clear, defensible answer before the revenue authority asks it.
By default, the position is governed by the employment and contractor terms you put in place — and Indian law does not assume the U.S. work-for-hire outcome for every category. Software, designs and inventions need express assignment language, and certain moral rights cannot be assigned at all. We paper IP ownership at hiring and at the contractor stage so the asset sits where your group needs it.
Through dividends, royalties, fees for technical services and inter-company charges — each with its own FEMA permissibility, withholding-tax rate under the DTAA, and transfer-pricing test. The repatriation plan should be designed at entry, not improvised at the first distribution, because the structure you set up constrains how efficiently profit can later come home.
American entries rarely fail on Indian law itself. They fail where a U.S. assumption — about discovery, about IP, about repatriation — was never tested against the Indian reality.
The cheapest FCPA defence is the one built before the first approval is sought. Channel-partner diligence is not bureaucracy — it is the document an enforcement review will ask for.
A mature U.S. privacy program helps with discipline, not compliance. India’s consent-and-fiduciary model is structurally different, and the gap has a deadline.
The most valuable counsel is the kind that shapes the decision — entity, holding layer, tax position and FCPA posture — not the kind that cleans up after it.