Cost estimates, tax drag, compliance calendars, ESOP math, FDI rules, GST health checks — all free, all cited to MCA and Income Tax Act.
Section 01
Registrations You Probably Need
These aren't entity types — they're government registrations that layer on top of whatever structure you choose. Both are free. Both unlock real money. Most founders discover them 2 years too late.
Free. Instant. Unlocks government money.
Who qualifies
Any business entity — proprietorship, LLP, Pvt Ltd, partnership, cooperative. No exclusions.
Classification (revised April 2025)
Fully online at udyamregistration.gov.in. Aadhaar + PAN verification. No documents to upload. Certificate issued instantly. Zero cost.
The trap
Exports are excluded from turnover calculation — only domestic turnover counts. Many founders unnecessarily classify themselves in a higher category by including export revenue. Also: the thresholds were revised upward on April 1, 2025. If you registered before that date, re-check your classification — you may now qualify for a lower (more beneficial) category.
Tax holiday + angel tax abolition. If you qualify.
Who qualifies
Private Limited companies, LLPs, and registered partnerships. Must be under 10 years old with turnover below ₹200 Cr. Must demonstrate innovation, development, or improvement of products/processes/services with scalability potential.
Eligibility
Apply free at startupindia.gov.in. DPIIT recognition takes 1–3 working days. The Section 140 (formerly 80-IAC) tax exemption requires a separate Inter-Ministerial Board application — that takes 45–90 days.
The trap
DPIIT recognition ≠ tax exemption. Most founders conflate the two. Recognition is fast and easy — it gets you self-certification and seed fund eligibility. But the Section 140 tax holiday requires a separate, slower application to an Inter-Ministerial Board, and they can reject you. Also: proprietorships and HUFs are NOT eligible for DPIIT recognition. If you're a solo founder wanting this, you need at minimum an LLP.
Harini checks both registrations during the diagnostic
Company Name Checker
Catch restricted words, weak distinctiveness, sector approvals and resemblance risks before RUN/SPICe+ submission.
Regulated categories
Registered Office Checker
Check registered-office feasibility before you lock an address into incorporation, GST and current-account paperwork.
Industry Playbook
Your industry determines your structure, your licenses, and the traps that can shut you down. Select your sector — we'll tell you what nobody else will.
Select your industry above
8 sectors covered · structure + licenses + traps + FDI rules
Compliance cost calculator
Based on typical professional fee ranges
Last updated 2026-06-22. Estimates are indicative and vary by city, professional scope and filing complexity.
MSME Udyam Checker
Section 02
Tax drag · effective rate
LLP and Pvt Ltd have opposite tax advantages. The winner depends on one thing: are you extracting profits as personal income, or leaving them in the business?
LLP effective rate
31.2%
keep ₹34.4L
Pvt Ltd effective rate
46.9%
keep ₹26.5L
LLP saves
₹7.9L
per ₹50L profit
Tax drag insight
LLP's effective extraction tax (~31.2%) is lower than Pvt Ltd's cascade (corp tax + dividend) of ~46.9%. You keep ₹7.9L more every ₹50L you earn.
Compounding the ₹7.9L/yr advantage at 10% growth for 5 years:
5-yr corpus edge
₹52.9L
↳ Extraction mode: LLP profit share is exempt in partners' hands under s.9(1)(i) (formerly 10(2A)). Pvt Ltd dividend is taxable at your slab. LLP's lower effective rate widens as your income crosses ₹1Cr (surcharge bites harder on Pvt Ltd cascade).
Tax rates: LLP at 30% + surcharge (12% above ₹1Cr) + 4% cess. Pvt Ltd new regime (formerly s.115BAA) at 22% + surcharge (10% above ₹1Cr) + 4% cess. Dividend taxed at individual slab + 4% cess. Does not include MAT/AMT. Verify your specific situation with a tax professional.
LLP vs Pvt Ltd · break-even
Drag the slider to your annual revenue. The amber band is the annual saving from choosing LLP over Pvt Ltd. The kink at ₹40L is where LLP's mandatory audit threshold kicks in.
LLP annual cost
₹25K
filing + ROC (no audit)
Pvt Ltd annual cost
₹80K
mandatory audit always
LLP saves you
₹55K
per year
Break-even on restructuring
LLP saves ₹55K/yr. Restructuring payback: 2.2 yrs. Start as LLP and convert only when a term sheet is on the table.
Payback
2.2 yrs
Restructuring estimate: ₹80K–₹1.5L to dissolve an LLP and incorporate a Pvt Ltd via SPICe+. Compliance costs are indicative professional fee ranges — actuals vary by city and complexity. LLP audit exemption requires turnover <₹40L AND capital contribution <₹25L (both conditions).
GST Registration Checker
Answer 5 questions to know whether you must register for GST, can opt for Composition, or can stay unregistered.
What do you primarily supply?
This determines which turnover threshold applies to you.
Tax Holiday Checker
Section 140 of the Income Tax Act, 2025 (formerly Section 80-IAC) gives eligible DPIIT startups a 100% tax deduction on profits for 3 consecutive years — zero corporate tax. Check if you qualify and see what you save.
Check each criterion above to verify your eligibility
All 6 must be met to claim Section 140. If you fail any single criterion, the deduction isn't available for that year — even if you meet the others.
One-time election
Once you start claiming Section 140, the 3 years run consecutively. You can't pause and resume. Plan your window for the years you expect maximum profit.
MAT still applies
Minimum Alternate Tax (MAT) at 15% may still apply if your book profit is high, even with Section 140 deduction. The MAT provisions of the Income Tax Act, 2025 govern this — verify with your tax advisor.
Turnover clock
If your revenue exceeds ₹100 Cr in any year, you permanently lose Section 140 eligibility — even for earlier unclaimed years in your window. Monitor this closely.
Section 140 eligibility involves judgment calls — especially on "innovation" and "scalability". CBDT and courts have taken varied views on what qualifies. Get a tax advisor to review your specific case before claiming.
Startup Tax Holiday Checker
Section 194T Calculator
Check TDS on salary, remuneration, commission, bonus or interest paid by a firm or LLP to a partner.
VDA Crypto Tax Calculator
Paste one transaction per line: date,type,quantity,price-per-unit. Supported types: buy, sell, gifted, mined, staked.
Founder Salary Optimiser
Find the most tax-efficient way to pay yourself. Compare Director remuneration vs. retained profit in a Pvt Ltd, or Section 35(b) (formerly 40(b)) remuneration in an LLP.
Executive directors drawing salary
Corporate tax
₹5.20 L
10.4% of profit
Personal tax (per founder)
₹1.30 L
8.7% of salary
Total tax burden
₹7.80 L
Effective 15.6%
Net take-home / founder
₹13.70 L
After income tax
Money flow — ₹50.00 L profit
Why ₹12–15L is the sweet spot for Pvt Ltd directors
Every rupee paid as salary reduces the company's taxable profit, saving 26% corporate tax. The founder pays personal income tax on that salary instead. As long as the personal tax rate is below 26%, paying salary is net beneficial.
₹3–7L salary
Personal tax: 5%
✅ Save 21%
₹7–12L salary
Personal tax: 10–15%
✅ Save 11–16%
₹12–15L salary
Personal tax: 20%
✅ Save 6%
₹15L+ salary
Personal tax: 30%
⚠️ Net cost 4%
New income tax regime slabs (FY 2024-25) + 4% cess. Standard deduction of ₹75,000 applies.
Pvt Ltd vs LLP — total tax at ₹50.00 L profit, 2 founder(s)
Pvt Ltd
Lower taxOptimal salary: ₹15.00 L/yr each
LLP
Max §35(b): ₹14.85 L/yr each
Assumes: new income tax regime, standard deduction ₹75K, 4% cess throughout. Corporate tax at 26% effective (25% + cess), LLP at 31.2% (30% + cess). Choice of entity should not be driven by tax alone — factor in compliance costs, investor expectations, and operational flexibility.
Foreign Payments TDS Calculator
Every payment to a foreign vendor, contractor, or investor has a TDS obligation under Section 393. Know the rate, which forms your bank will demand, and whether your DTAA applies.
Step 1 — What are you paying for?
What is Form 145?
An online declaration filed by the Indian payer on the income tax portal before making any foreign remittance (formerly Form 15CA under the Income Tax Act, 1961). Part A (≤ ₹5L/year), Part B (AO order), Part C (>₹5L taxable), Part D (not chargeable to tax). Your bank won't process the wire without the Form 145 acknowledgement number.
What is Form 146?
A certificate from a registered auditor confirming the nature of the payment, applicable TDS rate, and that all taxes have been correctly calculated (formerly Form 15CB). Required only when remittance exceeds ₹5 lakh in a tax year AND the payment is chargeable to tax in India. Must be obtained before filing Form 145 Part C.
What is TRC + Form 10F?
Tax Residency Certificate: a government-issued document from the foreign entity's home country confirming they are a tax resident there. Form 10F: a self-declaration filed by the foreign entity on the Indian income tax portal. Both are mandatory to claim DTAA benefits. Without them, you must deduct at the domestic rate.
Under the Income Tax Act, 2025 (effective April 1, 2026): TDS on foreign payments is governed by Section 393 (formerly Section 195); the quarterly TDS return is Form 144 (formerly Form 27Q); and Form 145/146 replace the erstwhile Form 15CA/CB. Rule 220(3) of the Income Tax Rules, 2026 covers exempt payments (including imports). Surcharge and cess apply on top of the base rates shown. DTAA rates require verification against the current treaty text — some articles have been modified by the MLI (Multilateral Instrument). Get a professional opinion for payments above ₹25 lakh or complex transaction structures.
Section 03
Compliance · Calendar
Select your entities and modules. Download a .ics file to import into Google Calendar, Apple Calendar, or Outlook — with 30-day and 7-day reminders pre-built for every deadline.
Your entities
Compliance modules
1
Overdue
9
Upcoming
0
Filed
⚠ Overdue — penalties are accruing
LLP Annual Return (Form 11)
⚠ 15 days overdue — penalty accrued: ~₹1,500
June 2026 · 1 deadline
Advance Tax — Q1 (15% of annual liability)
◆ Start now: Estimate FY2026-27 income based on Q1 actuals; compute 15% advance tax; pay via net banking
July 2026 · 1 deadline
Income Tax Return — Non-Audit
September 2026 · 1 deadline
Advance Tax — Q2 (cumulative 45%)
October 2026 · 2 deadlines
Statement of Account & Solvency (Form 8)
Income Tax Return — Audit Cases
December 2026 · 1 deadline
Advance Tax — Q3 (cumulative 75%)
March 2027 · 1 deadline
Advance Tax — Q4 (100% final payment)
May 2027 · 1 deadline
LLP Annual Return (Form 11) – FY2026-27
July 2027 · 1 deadline
Income Tax Return — Non-Audit (FY2026-27)
10 deadlines ready to export
.ics includes 30-day + 7-day reminders per event · works with Google, Apple, Outlook
Deadlines are based on the standard Indian Financial Year (Apr–Mar). Due dates shown are general statutory dates — extensions may be notified by CBDT/MCA during the year. Consult a professional before relying on these dates for filing decisions. Penalty amounts are indicative of the base statutory rate and may vary.
Document Pack
Select your entity. Get a phase-by-phase checklist of every document: what it is, what it costs, how to get it, and which portal to use. Download as an HTML file to open in any browser and print.
Gather these before touching MCA
7
Before you file
4
Filing
7
Post-incorporation
5
Ongoing
23 documents · Pvt Ltd
Downloads as an HTML file — open in any browser and use File → Print to PDF
For general guidance only. Requirements vary by state, profession, and circumstances. Consult a Practising professional or CS before filing any statutory document. Document costs and timeframes are approximate.
Find out in 60 seconds if your startup qualifies for DPIIT recognition — and what benefits you'd unlock.
DPIIT recognition unlocks tax exemptions, angel tax immunity, IP filing fast-tracks, and easier access to government tenders. The eligibility criteria are straightforward — answer 5 questions to check yours.
Employment Law Checker
EPF, ESIC, POSH, Gratuity, Maternity — each law kicks in at a different headcount. See exactly which obligations apply to your team today, and what's coming next.
Additional context
Compliance milestones at a glance
Threshold triggers can vary by state for certain laws (ESIC: some states apply at 10, others at 20). The POSH Act applies to all workplaces regardless of headcount — ICC is mandatory only at 10+. Consult an employment law practitioner for state-specific rules and for any workforce classified as gig workers or platform workers, as separate regulations are being introduced.
Director Disqualification Check
One non-filing shell company can permanently deactivate your DIN. Check your Section 164 risk across all your board seats.
Section 164(1)
Personal grounds
Insolvency, criminal conviction, court orders — these disqualify you as an individual regardless of your companies' health.
Section 164(2)
Company filing failure
If any company you're a director of fails to file annual returns/financials for 3 consecutive years — all its directors are disqualified for 5 years from all companies.
The contagion risk
All boards affected
Disqualification under 164(2) is automatic and applies company-wide. You're removed as director from every company — including ones that are fully compliant.
Enter a DIN. We check it against MCA's official disqualification lists in real time — no login, no guessing.
Check any that apply to you
None checked — no personal disqualification grounds flagged
List every company you're a named director in — current and recently resigned (within last 3 years). Mark each company's filing status.
No disqualification risk detected
All companies in your portfolio are filing compliant and no personal disqualification grounds are flagged.
Staying in the clear
Monitor MCA filings for every company you're on — set a calendar reminder before 30 September (AGM deadline) each year. If any company you're on misses two consecutive filings, escalate immediately — you have one more year before disqualification triggers.
164(2) — the 5-year disqualification: key timelines
3 yrs
Consecutive missed filings → triggers disqualification
5 yrs
Disqualification period (from date of default company's final missed filing)
30 days
ROC can seek prosecution under Section 167 after this period
₹5K/day
Penalty for continuing to act as director while disqualified
This tool surfaces potential risk flags only — actual disqualification is determined by MCA records. If you believe your DIN has been incorrectly flagged, file a representation with the concerned ROC and seek legal counsel. NCLT has reversed incorrectly applied disqualifications in several cases.
Struck-Off Company Check
live MCA dataBuying from, lending to, or partnering with a company? Check its CIN against MCA's official struck-off lists before money moves. A struck-off company legally does not exist.
Enter the 21-character CIN.
Trademark Objection Tracker
live IP India data~70% of Indian trademark applications get an examination objection — and you have just one month to reply before it's abandoned. Enter your application number to see your status and exact deadline.
Enter your trademark application number.
Compliance Burn Rate Forecaster
Select an entity and your state. We'll generate a 12-month compliance calendar with every mandatory cost line — including state-specific stamp duty.
Year 1 Setup Cost
₹31,000
One-time incorporation
Ongoing Annual Cost
₹68,500
Recurring from Year 2
Total Year 1 Burn
₹99,500
Even at ₹0 revenue
Estimates based on standard professional fee ranges and MCA fee schedules as of 2026. Actual costs vary by firm and company-specific complexity. Last updated 2026-06-22.
Compliance Scheme Calculator
NRI Residency Checker
Section 04
Model equity splits based on contribution factors. Set your vesting schedule. See why equal splits are usually wrong.
Who conceived the core idea? (weight: 20%)
Full-time = 10, part-time = 5, advisory = 2 (weight: 40%)
Seed capital, assets, or early cash brought in (weight: 10%)
Rarity and criticality of skills to this startup (weight: 30%)
Industry standard. 25% vests at 12 months, then monthly for 36 months. Recommended for most startups.
Create the ESOP pool before your first funding round so dilution hits existing founders, not the new investors.
Commitment diverges. In 18 months, one founder will be full-time, one part-time. Equity locked in at 50/50 creates resentment and deadlock.
Skill value changes. Early technical advantage may become less critical as you hire engineers. The model reflects contribution at founding, not permanence.
Cliff matters most. If a co-founder leaves before the cliff, you should be able to reclaim unvested shares. Without vesting, there's no lever.
This tool helps you think through equity division — it's not a substitute for a formally documented founders' agreement or a shareholders' agreement. Consult a company secretary or startup lawyer before formalising splits. Last updated 2026-06-22.
ESOP Tax Visualiser
See exactly when and how ESOPs get taxed — grant, vest, exercise, and sale — and how a DPIIT registration changes the picture.
Click a stage to expand details
Unlisted shares held for 24+ months qualify as long-term capital assets. LTCG rate = 20% without indexation (post July 2024 Budget).
FMV for unlisted shares = book value per Rule 3(8) or merchant banker valuation. This is the cost of acquisition for future capital gains.
DPIIT deferral is at startup's election under Section 392(3) read with Section 289(3) of the Income Tax Act, 2025. The startup must file the prescribed form and report deferred tax to employee annually.
Tax calculations use new tax regime slabs (FY 2024-25). Unlisted share LTCG rate is 20% per Finance Act 2024 amendments. Verify your specific situation with a tax professional — individual tax position, surcharge, and cess may vary.
Term Sheet Decoder
Every clause in a VC term sheet — plain English, investor vs. founder perspective, and what to push back on.
Economics
Control
Transfers
Exits
Governance
Founders
Process
Future Rounds
Economics
Before founders and employees see any money from an exit, investors get their investment back (plus any multiple). What's left goes to everyone else.
🏦 What the investor wants
A 1x participating preference: get 1× money back first, then also share in remaining proceeds as if converted to equity.
👤 What you should know
Insist on 1x non-participating. This means the investor either takes their 1× back OR converts to equity and shares proportionally — not both. Participating preference can leave founders with almost nothing at mid-range exits.
📐 Example
Investor puts in ₹10Cr for 25% with 1x participating preference. Company sells for ₹30Cr. Investor gets ₹10Cr first, then 25% of remaining ₹20Cr = ₹5Cr. Total: ₹15Cr. Founders and team split ₹15Cr — not ₹22.5Cr as expected. Non-participating: investor chooses 1× (₹10Cr) or converts (₹7.5Cr). Would choose 1× only below ₹40Cr exit.
🇮🇳 India-specific context
SEBI AIF regulations require preference shares; most Indian VC term sheets use CCPS (Compulsorily Convertible Preference Shares) to satisfy this.
🚨 Red flag
2× or higher multiples, or participating preference without a cap
Accept as-is — market standard, no meaningful disadvantage to founders
Standard in concept but details matter — push back on specific mechanics
Founder-unfriendly — fight hard, walk away if VC won't budge
Term sheet norms evolve with market cycles. In a hot market, founders get better terms; in a down market, investors push harder. Always have a SEBI-registered investment banker or DPIIT-empanelled startup lawyer review your term sheet before signing — this decoder is for education only.
Convertible Note / SAFE Guide
SAFE, CCD, CCPS, convertible note — and what each one actually means under FEMA. The instrument you pick determines your RBI compliance burden for years.
Filter by your situation
Investor is
Round stage
DPIIT recognised?
FEMA treatment quick reference
Equity (FDI)
CCPS, CCD
FC-GPR, FLA Return, pricing guidelines
Special permit
Convertible Note
Form CN within 30 days, DPIIT mandatory
Ambiguous
SAFE (foreign)
No RBI framework — avoid for foreign investors
Debt (ECB)
OCD / OCPS
LRN, ECB-2 monthly returns, end-use limits
FEMA regulations change. This guide reflects FEMA 20(R)/2017, RBI Master Directions on External Commercial Borrowings, and SEBI AIF Regulations. Always confirm with a FEMA practitioner before issuing instruments to foreign investors — wrong instrument choice creates compounding liability.
Angel Tax Explainer
Section 56(2)(viib) is gone as of April 2024 — but if you raised before that date, retrospective assessments are still possible. Know your exposure.
Angel tax is dead — for shares issued from 1 April 2024
Finance Act 2024 deleted Section 56(2)(viib) from the Income Tax Act, 1961 entirely — the provision has no equivalent in the Income Tax Act, 2025. No startup, DPIIT-recognised or not, faces angel tax on any shares issued on or after 1 April 2024. This applies to domestic and foreign investors alike. Future fundraises are clean.
History of Section 56(2)(viib)
Click any milestone to expand details.
Check your exposure
When did you raise?
DPIIT recognised at time of raise?
Investor type
Higher exposure — no DPIIT exemption on record
Without DPIIT recognition at the time of investment, your pre-April 2024 rounds were exposed to Section 56(2)(viib). If the consideration received exceeded the FMV of shares (under NAV or DCF method), the excess was taxable as income from other sources in the hands of your company. Pending assessments can still proceed for these periods.
What to do
AY 2025-26
First AY with no angel tax
Shares issued from 1 Apr 2024
~30%+
Effective tax rate on excess
Income from other sources
₹25 Cr
DPIIT exemption cap
Aggregate investment per investor class
NAV / DCF
Acceptable FMV methods
Company's choice under Rule 11UA
This explainer reflects the Income Tax Act, 2025 (which does not carry forward Section 56(2)(viib) of the old 1961 Act), Finance Act 2024, CBDT Notification dated 19 Feb 2019, and RBI Master Directions. Pending assessments for pre-April 2024 AYs are governed by the 1961 Act as it stood at the time. Consult a tax counsel for any open assessments or SCNs.
Match your startup to grants, government-backed equity funds, credit guarantees, and incubator routes in under a minute.
What stage is your startup at?
Pick the one that best describes where you are today.
FDI Sector Checker
Find out whether foreign investors can invest in your company — and what the cap, route, and RBI filing requirements are for your sector.
Common sectors
Universal FDI compliance requirements
Pricing guidelines
Shares must be issued to foreign investors at or above the Fair Market Value (FMV) per Rule 11UA / DCF method for unlisted shares.
FC-GPR within 30 days
Every Indian company receiving foreign investment must file Form FC-GPR with the Authorised Dealer bank within 30 days of allotment.
Annual FLA return by 15 July
All Indian companies with outstanding FDI must file the Annual Return on Foreign Liabilities and Assets (FLA) by 15th July each year.
Based on DPIIT Consolidated FDI Policy 2020 and subsequent RBI/Government circulars. Sectoral regulations and caps are subject to change — verify against the latest DPIIT circular before making investment decisions. This tool is for guidance only; consult a FEMA specialist for your specific transaction.
Going public is not just listing on NSE or BSE. Before you can file a DRHP, run an IPO, or even accept investment from more than 200 shareholders, your company must first convert from a Private Limited to a Public Limited Company under Section 14 + 18 of the Companies Act.
Investment bankers ask for the Public Ltd certificate mid-deal. Founders discover they need it 2–3 months before they thought they'd list. The conversion takes 30–90 days. Start it earlier than you think you need to.
Min. Shareholders
7
Up from 2 in Pvt Ltd
Min. Directors
3
Up from 2 in Pvt Ltd
Section
§14 + §18
Companies Act 2013
Govt Fee
₹5K–₹15K
MCA filing fees
Professional Fee
₹25K–₹60K
Drafting + filing
Timeline
30–90 days
ROC processing time
“Going public” ≠ “doing an IPO”
The corporate conversion (Pvt Ltd → Public Ltd) and the public listing (DRHP → IPO → listing on exchange) are separate processes. The conversion must happen first — it is a prerequisite of the listing, not a part of it. SEBI's ICDR Regulations require the issuer to already be a Public Limited Company when the DRHP is filed. Companies that miss this sequence typically discover it from their investment banker 60–90 days before the planned IPO date.
The 6-step conversion process — Forms INC-27 + MGT-14
Board Resolution
Board passes a resolution approving the conversion and removal of 'Private' restrictions from the AOA.
Ensure minimum 7 members + 3 directors
⚡ Critical deadlineA Public Limited Company requires a minimum of 7 shareholders and 3 directors. If you're still at 2 founders and 2 investors, you must add members before filing.
Pass Special Resolution — Alter AOA
75% majority special resolution at an EGM to amend the Articles of Association — remove transfer restrictions and other 'private company' clauses under Section 2(68).
File MGT-14 within 30 days
⚡ Critical deadlineSpecial resolution must be filed with the ROC within 30 days of passing. Late filing = additional fees + penalty. This is the most commonly missed deadline.
File Form INC-27 with MCA
Application for conversion. Attach: altered AOA, list of members, latest audited financials, MGT-14 filing receipt. ROC will verify compliance before approving.
Receive fresh Certificate of Incorporation
ROC issues a fresh Certificate of Incorporation as a Public Limited Company. From Day 1 of this certificate, enhanced compliance obligations apply — before you've listed on any exchange.
⚠ Day 1 as a Public Company — new obligations that apply immediately
Shareholder limit removed
No longer limited to 200 shareholders. But every shareholder is entitled to information rights. Managing a 500+ shareholder register is operationally non-trivial.
Secretarial Audit mandatory
Companies Act §204: every Public Company must appoint a Company Secretary in Practice for a mandatory secretarial audit. Budget ₹50K–₹1.5L/year.
SEBI insider trading rules kick in
Even before listing, SEBI LODR and Insider Trading Regulations apply the moment you're a public company. Promoters and key employees face trading restrictions during trading windows.
Board composition requirements
At least 1/3 of board must be Independent Directors (for listed companies). Independent Director appointment is scrutinized by SEBI and institutional investors.
Enhanced disclosure obligations
Related party transactions, director remuneration, and corporate governance disclosures that apply only to public companies must begin immediately — not when you list.
Quarterly compliance calendar
ROC filings, board meeting frequency, shareholder meeting requirements all increase. Factor in a ₹80K–₹2L/yr increase in compliance costs before listing revenues materialize.
Tax note: conversion is tax-neutral
The conversion from Pvt Ltd to Public Ltd does not trigger capital gains tax. The legal entity continues as the same PAN holder — no asset transfer, no deemed disposal. SEBI insider trading compliance obligations kick in immediately, but the conversion itself is tax-neutral. Watch for SEBI-related compliance costs, not tax events.
Planning a Series B, ESOP liquidity event, or IPO?
The Pvt Ltd → Public Ltd conversion is a prerequisite. Don't discover this 90 days before your target listing date.
Section 05
Conversion Matrix
The most commonly asked question about structure choice — and the most commonly wrong answer. Select your current structure and where you want to go.
The #1 misconception: “I'll start as LLP and convert to Pvt Ltd later”
There is no LLP → Pvt Ltd conversion in Indian law. No Section, no Form, no Rule. You dissolve the LLP (3–6 months, ₹30K–₹80K) and incorporate a fresh Pvt Ltd. Every contract, license, bank account, and GST registration must be manually transferred. If this is your plan — start with a Pvt Ltd from Day 1.
Converting from
Select your current structure above
8 conversion paths across 6 entity types · with fees, timelines, and the traps
She'll map the cheapest route
Map your holding structure visually. Understand when and why to set up multiple entities — and how they connect.
Start from a template, or build from scratch:
Select a template above or add your first entity
This builder is for planning purposes only. Group structure has significant legal and tax implications — consult a legal professional and company secretary before setting up multiple entities.
Foreign companies · India entry
Before a subsidiary, foreign companies have three lighter-touch options to enter India. Each comes with different RBI approval requirements, tax consequences, and activity restrictions.
What brings you to India?
Ear to the ground. Cannot earn a rupee.
Parent req: USD 50K net worth OR 3 profitable years
Can earn income?
No
Activities allowed
Market research, promoting parent, coordination only
RBI approval
Required (AD bank → RBI, 6–8 weeks)
Validity
3 years (renewable up to 6 yrs for mfg/infra parents)
Tax filing in India
None required (no income)
Annual compliance
AAC from auditor + audited accounts to RBI by 30 Sep
Parent net worth req
USD 50,000 minimum OR 3 yrs profitable track record
Project-specific. Sunsets when the work is done.
Parent req: Awarded contract / letter of intent
Can earn income?
Yes — from the specific project only
Activities allowed
Scope of the awarded contract only
RBI approval
Not needed if: inward remittance funded OR govt/PSU awarded OR multilateral agency funded
Validity
Duration of the project (no fixed term)
Tax filing in India
Yes — whether PE exists depends on DTAA with parent's country
Annual compliance
AAC to AD bank; RBI reporting; Income Tax if taxable PE
Parent net worth req
None — contract/letter of award is sufficient
Full operations. Taxed like a foreign company.
Parent req: USD 100K net worth AND 3 profitable years
Can earn income?
Yes — bill clients, repatriate profits after tax
Activities allowed
Export/import, professional services, R&D, IT/consulting, technical support
Activities NOT allowed
Retail trading, manufacturing, processing
RBI approval
Required (AD bank → RBI; manufacturing/telecom sectors need prior FIPB clearance)
Validity
No fixed term — annual activity compliance required
Tax in India
40% + surcharge + 4% cess = up to 43.7% effective on profits
Annual compliance
AAC + Income Tax return + ROC filing + transfer pricing if applicable
Parent net worth req
USD 100,000 minimum AND 3 yrs profitable track record
Key rules to know
All three modes are governed by FEMA 1999 and RBI Master Directions on Establishment of Branch / LO / PO. BO and LO require submission via Form FNC to an AD Category-I bank, which forwards to RBI.
Branch Offices are taxed as foreign companies at 40% + surcharge + 4% cess on Indian-source income — significantly higher than a wholly owned subsidiary under the new regime (22%). Consider whether a subsidiary makes more sense beyond ₹50L annual India revenue.
LO ≠ marketing office: you cannot accept orders, receive payments, or sign commercial contracts. Violations are treated as FEMA contraventions with significant penalties.
Interactive Architecture Sandbox
Select a scenario. The diagram renders your exact legal ownership map.
VC-Backed Startup
Full cap table. ESOP pool.
Structural diagram only. Actual cap table drafted by a professional.
Run the diagnostic →NBFC Type Selector
AIF Category Selector
Global Structure Planner
Choose between India Pvt Ltd, Singapore HoldCo, Delaware C-Corp and UAE FreeZone structures before you start fundraising globally.
Target investor geography
Structure Health Check V2
Reality Check Mode
⚠ The Trap Nobody Tells You About
The biggest trap is starting as an LLP thinking you'll 'convert later'. LLP → Pvt Ltd is not a conversion — it's a full dissolution, asset transfer, new bank accounts, and fresh registration. Expensive. Slow. No clean migration path.
The Verdict
If equity funding is even a 20% possibility in the next 2 years, choose Pvt Ltd now. If you're running a professional services firm and equity is genuinely never on the table, LLP saves you real money every single year.
Last updated 2026-06-22. Eligibility filters are a pre-screen, not a substitute for FEMA, sectoral cap or Companies Act review.
Section 06
NPO Structure Comparison — H, P, Q
All three give you Section 150 (formerly 80G), FCRA, and tax exemption. The differences that actually matter — CSR funding, founder control, governance overhead — are buried in the fine print.
Choose if you need CSR funding. Highest credibility. Highest overhead.
⚠ Annual compliance is Pvt Ltd-level — budget ₹40K–₹80K/yr.
Fastest to register. No MCA overhead. But no CSR access.
⚠ CSR departments won't fund you unless 3-yr track record under Companies Act.
Standard NGO shell. Democratic. Founders can be ousted.
⚠ Majority vote can remove founders. Structure this carefully.
Axis
Governing Law
Companies Act 2013
Indian Trusts Act 1882 / State Public Trusts Acts
Societies Registration Act, 1860
Registration Authority
ROC (MCA) — central, verifiable online
Sub-Registrar / Charity Commissioner (state)
Registrar of Societies (state)
CSR Funding
Schedule VII, Companies Act
✓ Eligible — corporates can route CSR here
✗ Not eligible (except 3-yr track-record trusts)
✗ Not eligible under standard CSR rules
FCRA Registration
Foreign contributions
✓ Available — MCA registration aids approval
✓ Available — equal footing in practice
✓ Available — most FCRA-registered NGOs use this
§150 + §109 (formerly 80G + 12AB)
Donor deductions + income exemption
✓ Available after §109 (formerly 12AB) registration
✓ Available after §109 (formerly 12AB) registration
✓ Available after §109 (formerly 12AB) registration
Founder Control
Can founders be ousted?
High — board + shareholder control structure
High — trustees named in deed; hard to remove
⚡ RISK — General Body can remove founders by vote
Governance Overhead
Ongoing compliance burden
High — full MCA annual filings, audits, board minutes
Low — no MCA; state charity commissioner (if applicable)
Medium — mandatory AGM, state registrar filings
Winding Up
NCLT process; assets to similar Section 8 entity
Complex; trust assets irrevocable — can't be returned
By majority resolution; assets go to similar body
Setup Cost
₹15,000–₹50,000 (SPICe+ + license)
₹3,000–₹15,000 (stamp + registration)
₹2,000–₹10,000 (MoA + Rules filing)
Institutional Credibility
With foreign donors, banks, SEBI-regulated entities
Highest — MCA-regulated, ROC-verifiable
High — well-understood in philanthropy sector
High — standard NGO vehicle; bilateral donor preferred
⚠ The CSR Trap
"We'll start as a Trust and upgrade later."
CSR rules require a Section 8 Company — or a registered trust that has been operating for at least 3 years under the Companies Act framework. By the time you meet the track-record requirement as a Trust, you've already lost 3 years of CSR pipeline. If CSR funding is in your 5-year plan, incorporate a Section 8 Company now.
⚠ The Governance Trap
"A Society is simpler — we'll just keep it informal."
Registered Societies give every member one vote at the General Body — regardless of who founded it or how much work they do. Faction-driven founder removals happen. If your NPO's long-term mission depends on founder leadership, the Society's democratic structure is a silent time bomb. Governance conflict is the most common reason Indian NGOs fail in their second decade.
Not sure which structure fits your NPO?
The wrong choice costs 3–5 years of CSR pipeline, FCRA delays, or a governance crisis.
The Supreme Court struck down the Electoral Bond Scheme in February 2024. Most corporates and advisors assume that closed the door on structured political donations. It didn't. The CBDT Electoral Trusts Scheme 2013 remains fully operative — and is the only legally valid, tax-efficient mechanism for Indian companies to donate to political parties.
How an Electoral Trust works — the money flow
An Indian company donates to the Electoral Trust. Maximum: 7.5% of 3-yr avg net profits (Companies Act §182 cap).
Section 154 (formerly 80GGC) deduction
100% of donation amount deductible from taxable income
Only Indian companies. Not individuals, NRIs, foreign entities, or government companies.
95% Distribution Rule
Must distribute ≥95% of all receipts to registered parties within the same financial year
Incorporated as a Pvt Ltd/Public Ltd + registered under CBDT Scheme
Annual CBDT return: all donors and all recipients disclosed publicly
Parties registered under §29A, Representation of the People Act, 1951.
Section 15 (formerly 13A) exemption
Political parties are income-tax exempt on Electoral Trust receipts
Government companies excluded
Electoral Trusts cannot donate to government-owned companies or entities
Minimum of all receipts must reach registered parties in the same financial year
Corporate donors get a full deduction of the donated amount under Section 154 (formerly 80GGC)
Maximum donation = 7.5% of 3-year average net profits (Companies Act §182)
Supreme Court ruling made Electoral Trusts the only structured corporate donation vehicle
Electoral Bonds vs Electoral Trusts — what actually changed
Electoral Bonds
Electoral Trusts
Does your company need to structure political donations?
An Electoral Trust registration requires coordinating between ROC, CBDT, and your company board.
Still not sure?
Free 20-minute consultation. Our CA team will tell you exactly what you need — even if the answer is ‘do nothing yet.’