Plain-language articles on company registration, ROC filings, NGO compliance, brand protection, DPDP readiness and practical business paperwork.
Each guide gives you practical steps, document lists, timelines, mistakes to avoid and direct answers before you start work.
Before an Indian startup accepts foreign investment, check the sectoral cap and automatic or government route, investor eligibility, instrument and FEMA pricing. Receive money through permitted banking channels, complete the Companies Act issue and report the equity issue in FC-GPR within the current RBI deadline, generally 30 days from issue. Annual FLA and downstream-investment duties may also arise.
Before fundraising, model the commercial pre-money and fully diluted price, then identify each legal valuation requirement separately. A preferential issue can require a registered valuer under company-law rules. A non-resident investor triggers FEMA pricing and certification standards. Tax consequences require a current-year review, especially after the Income-tax Act, 2025 transition. One report is not automatically sufficient for all purposes.
Before creating an ESOP pool, model the fully diluted cap table and agree whether the pool is included in the pre-money or post-money valuation. Indian companies must follow the Companies Act and Share Capital and Debentures Rules for scheme approval, eligible employees, grants, vesting and exercise. Tax and FEMA questions may arise, particularly for non-resident employees or foreign-owned startups.
Before seed or VC diligence, build a controlled data room covering incorporation, ownership, statutory filings, finance, tax, intellectual property, people, contracts, licences, privacy, disputes and foreign investment. Reconcile the cap table with MCA filings and actual money receipts. The 50-document checklist below is a starting point; the investor and sector may request more or fewer records.
A reliable startup cap table must reconcile issued shares with statutory registers, certificates, board approvals, allotment returns and payment records. It should also show the fully diluted effect of ESOPs and convertibles. Founder side letters, beneficial-ownership gaps and missing FEMA reports can delay a round even when the spreadsheet percentage appears correct.
An online platform that facilitates loans between lenders and borrowers may fall within RBI’s NBFC-P2P framework. Incorporating a company, building software or calling the product a marketplace does not by itself permit P2P lending. Map transactions and money flows first, then assess registration, ownership and operating conditions against the current RBI directions.
An Indian company proposing to operate a peer-to-peer lending platform must assess RBI’s NBFC-P2P registration framework before conducting the activity. The current Master Direction specifies a minimum net owned fund of ₹2 crore and detailed intermediary, escrow, exposure and disclosure conditions. The application should explain the actual operating model; no adviser can promise registration.
Not every fintech company in India needs an RBI licence. Pure software supplied to authorised institutions may be different from lending, P2P facilitation, payment aggregation, PPI issuance or account aggregation. Foreign ownership adds FDI, FEMA, beneficial-ownership and reporting questions. Classify the exact activity, contracts and money flow before incorporating or seeking authorisation.
A payment aggregator facilitates merchant acceptance and handles collection and settlement of customer money; non-bank aggregators fall within RBI’s authorisation framework. A payment gateway that only supplies transaction-processing technology may not itself require that PA authorisation. Mixed models, escrow control, merchant contracts and foreign ownership must be tested against current RBI rules.
Talk to an experienced company secretary about your next step.