Incorporation Retainer for AI and Deep-tech Startups

Incorporating a company in India takes two to five working days. The documents that come out of that process, however, shape every funding round, every government grant, and every investor negotiation you will have for the next decade. AI and deep-tech founders face a sharper version of this problem than most: they tend to apply for BIRAC, MeitY, or DST grants early, before institutional investors arrive, which means their Articles of Association (AoA) is written once, quickly, and then used as the foundation for both grant compliance and eventual SHA alignment. Getting that document wrong at incorporation costs multiples of what it costs to fix it before the first cheque lands.

An incorporation retainer bundles the initial company setup with ongoing legal and compliance support under a single, predictable monthly fee. For AI and deep-tech founders specifically, the retainer needs to cover three things that a standard incorporation service does not: a SHA-compatible AoA built for future investor rights, a grant account structure that satisfies BIRAC and DST auditors, and the ongoing compliance calendar that keeps DPIIT recognition and Section 80-IAC certification alive. This article explains what each of those means, why they must be addressed at incorporation and not after, and what a well-structured retainer engagement covers across the first twelve months.

What does a SHA-compatible AoA mean for a deep-tech startup?

A SHA-compatible AoA is an Articles of Association document drafted with investor rights pre-embedded or at minimum pre-accommodated, so that when the first Shareholders Agreement (SHA) is signed, the two documents do not conflict. Under Section 10 of the Companies Act 2013, the AoA is a statutory contract and prevails over a private agreement where the two are inconsistent. This means investor rights negotiated in an SHA, including board nomination, reserved matters, anti-dilution, and drag-along provisions, are only reliably enforceable if they are also reflected in the AoA.

Why the AoA is the most important document you will sign at incorporation

The Supreme Court of India held in V.B. Rangaraj v. V.B. Gopalakrishnan that SHA clauses governing share transfers are only enforceable against the company and non-signatory shareholders if those clauses are also reflected in the AoA. This is not a drafting technicality. It is the difference between an investor having a legally binding right and having a contractual claim against the founders personally, with the company outside the chain of obligation.

For an AI or deep-tech startup that plans to raise from institutional investors, the AoA must accommodate the following rights without requiring a special resolution amendment at each funding round:

• Board nomination rights for lead investors (typically tied to a minimum percentage holding, e.g., 15% or above)
• Quorum requirements that protect minority investor representation at board and shareholder meetings
• Reserved matter veto rights covering IP licensing, change of business, related-party transactions, and key management appointments (see Treelife’s guide to reserved matters in SHA for the full negotiation framework)
• Pre-emptive rights on new share issuances (right of first offer)
• Tag-along rights on secondary transactions
• Liquidation preference mechanics, which must be operationalised through share class provisions in the AoA

The default AoA template provided by the Ministry of Corporate Affairs (MCA) under Table F of Schedule I to the Companies Act 2013 covers none of these adequately. A startup using Table F as its AoA and signing an SHA with investor protection clauses is creating a two-document conflict that will surface at the worst possible time: during a due diligence exercise for the next round, during a secondary transaction, or during a dispute.

Amending an AoA post-incorporation requires a special resolution (75% majority under Section 14 of the Companies Act 2013) and filing of Form MGT-14 with the Registrar of Companies (ROC) within 30 days. That is manageable when you have two founders and no external shareholders. Once you have BIRAC as a grant counterparty with specific governance representations, or an angel investor with protective rights, the amendment process becomes a negotiation, not an administrative task.

The SHA-compatible AoA fixes this at Day 1. It uses neutral, investor-ready language for share classes, transfer restrictions, and governance rights that can absorb most standard SHA provisions without amendment. It does not pre-commit the company to any specific investor terms. It simply leaves the architecture open rather than closing it off with Table F defaults.

AoA type	Share class flexibility	Investor rights accommodated	Amendment needed at Series A
Table F (MCA default)	Equity only, single class	None	Yes, special resolution required
Lightly customised	Basic preference shares	Partial	Likely, for reserved matters and liquidation
SHA-compatible (Treelife standard)	CCPS, CCD, equity with distinct rights	Full accommodation	Rarely required
Over-specified (premature investor terms)	CCPS with pre-agreed economics	Specific round only	Yes, for each subsequent round

The correct approach is the third column: SHA-compatible but not pre-specified. The AoA carries the architecture; the SHA carries the deal-specific economics. Section 58(2) of the Companies Act 2013 recognises share transfer restrictions in contracts for public companies, but the position for private companies remains dependent on AoA alignment. Until Parliament resolves this asymmetry, the only reliable protection for private company founders and investors is AoA alignment.

How BIRAC BIG grant account compliance works

The Biotechnology Industry Research Assistance Council (BIRAC) Biotechnology Ignition Grant (BIG) scheme provides non-dilutive grant-in-aid of up to ₹50 lakhs for a maximum period of 18 months to early-stage biotech and deep-tech startups, including AI-enabled life sciences and agri-tech ventures. The current 25th Call focuses on Agri-biotech and allied deep-tech innovations, with the call for proposals opening on 1 January and 1 July each year. AI startups applying to BIRAC must be registered companies under the Companies Act 2013 (LLPs are also eligible), not older than five years from the date of incorporation, and must not have received a prior BIG grant.

What does BIRAC require in terms of a separate grant account?

BIRAC BIG grant guidelines require that the applicant open a separate dedicated, auditable, no-lien bank account in a scheduled bank specifically for the grant funds. This is not a sub-ledger. It is a separate bank account, distinct from the company’s operating current account, into which each milestone-based tranche is disbursed and from which all grant expenditures are made. The account is no-lien, meaning the startup cannot pledge it as security for any loan or overdraft facility.

The practical implications for a founder who has not set this up at incorporation, or has not structured their books to accommodate it, are significant:

• Grant expenditure reports and utilisation certificates submitted to the BIG Partner and BIRAC must tie directly to the separate account, not to the overall P&L
• Every expenditure from the grant account must be categorised against the approved project budget (consumables, equipment, salaries of dedicated project personnel, IP costs)
• Infrastructure development is explicitly excluded from eligible BIG expenditure
• A Chartered Accountant-certified statement of expenditure must accompany each milestone disbursement request

If a startup has been operating from a single current account before receiving the BIG grant and then tries to retrofit a separate account structure, the opening balance, intercompany transfers, and expenditure trail become unclear. Auditors reviewing the grant account will trace every debit. Unexplained credits or debits, or any indication that grant funds commingled with operating cash, create serious eligibility and clawback risk.

The correct approach is to open the dedicated no-lien grant account before the first tranche is received, which means before the Grant Agreement is executed with the BIG Partner. An incorporation retainer that includes banking setup guidance and chart of accounts structuring can handle this as part of the post-incorporation checklist, rather than as a reactive fix when the first BIG Partner monitoring visit is scheduled.

BIRAC BIG grant account: required documentation at each milestone

Milestone document	Prepared by	Submitted to
Statement of expenditure (project-wise)	CFO or bookkeeper	BIG Partner
Utilisation certificate (Form GFR 12-A or equivalent)	Chartered Accountant	BIG Partner / BIRAC
Audited project accounts (at grant closure)	Statutory auditor	BIRAC
Progress report against milestone deliverables	Project Leader	BIG Partner
IP status update (patents filed, disclosures)	Founder / IP counsel	BIRAC IP Cell

Beyond BIRAC, other government grant schemes impose similar or stricter account separation requirements. The Department of Science and Technology (DST) NIDHI schemes, MeitY programmes, and SISFS (Startup India Seed Fund Scheme) grants all expect auditable, segregated financial records for grant funds. An AI startup that builds this accounting discipline at incorporation, as part of a retainer scope, will handle multiple grant programmes across its early stages without rebuilding the financial structure each time.

What the DPIIT G.S.R. 108(E) notification means for your incorporation checklist

DPIIT issued Gazette Notification G.S.R. 108(E) on 4 February 2026, replacing the 2019 framework entirely. The full eligibility analysis, the four Deep Tech attributes, the R&D documentation requirements, the IMB composition change, and the fund deployment restrictions, is covered in Treelife’s detailed post on decoding DPIIT Deep Tech for startups. What matters here is the incorporation-level implication.

Three things from that notification directly affect what goes into a retainer scope at Day 1. First, AI and qualifying deep-tech companies now have a 20-year recognition window and a ₹300 crore turnover ceiling, compared to 10 years and ₹200 crore for regular startups, which means the DPIIT filing at incorporation is worth more and the documentation needs to be more precise. Second, angel tax under Section 56(2)(viib) was repealed for all companies from FY 2025-26, removing a historical obstacle for angel-funded AI startups, but DPIIT recognition remains essential for Section 80-IAC profit exemption (100% deduction for three consecutive years within the recognition window, now renumbered as Section 140 under the Income Tax Act 2025 for filings covering periods on or after 1 April 2026), convertible notes under the RBI framework, the 50% patent fee rebate, and access to SISFS and several state grant programmes. Third, the single most common reason DPIIT rejects applications is a vague innovation description that does not demonstrate genuine new approach. For an AI startup, “we use AI to improve outcomes” fails. “We have built a transformer-based diagnostic model trained on labelled Indian-language radiology reports, reducing false-negative rate by X% in pilot at Y institution” passes. The retainer should own the innovation description drafting, not leave it to the founder to copy from the pitch deck.

A further point specific to AI founders: DPIIT recognition is also a prerequisite for raising via convertible notes under the Reserve Bank of India’s framework. Convertible notes, which carry a minimum investment of ₹25 lakhs per investor and a maximum tenure of 5 years, are only available to DPIIT-recognised startups. A pre-seed AI founder planning to raise from angels on convertible instruments, rather than equity, cannot do so without the DPIIT certificate in place first. This makes the DPIIT filing a funding prerequisite, not just a tax optimisation step, and it must be filed as close to incorporation as possible.

What an incorporation retainer should include for an AI or deep-tech startup

Most incorporation services in India are transactional: name reservation, SPICe+ filing, PAN, TAN, and a bank account letter. That takes two to five working days and costs between ₹5,000 and ₹25,000 depending on the service provider. What it does not produce is a company that is investor-ready, grant-ready, or compliant beyond the date of the certificate of incorporation.

An incorporation retainer for an AI or deep-tech startup should cover the following, typically structured as a one-time setup fee plus a monthly retainer for the first 12 months:

At incorporation (one-time scope):

• SHA-compatible AoA and Memorandum of Association (MoA) drafting, including share class architecture, transfer restriction provisions, and governance rights placeholders
• SPICe+ filing with MCA, including DIN, PAN, TAN, GSTIN application where applicable
• DPIIT Startup India recognition filing, including innovation description drafting and document preparation
• Founders’ agreement or co-founder SHA at incorporation stage (separate from investor SHA)
• IP assignment agreement from founders to the company, covering pre-incorporation work, models, datasets, and code. For AI founders specifically, this is higher-stakes than it looks: a founder who trained a foundational model, wrote core inference code, or assembled a proprietary dataset before the company existed has no automatic transfer of that IP to the company under Indian law. The IP stays with the individual until a formal assignment deed is executed. BIRAC grant terms, investor due diligence checklists, and most VC term sheets require the company to own all core IP cleanly. An assignment deed that is missing, incomplete, or executed after the grant application is a material deficiency. The retainer should include drafting and execution of individual IP assignment deeds for each founder as a Day 1 task, not an afterthought
• Registered office compliance, including Form 22 (registered office situation disclosure) or Form INC-22A
• Banking setup guidance, including dedicated grant account structure recommendation

Monthly retainer (ongoing, first 12 months):

• ROC compliance calendar: Form ADT-1 (auditor appointment within 30 days of incorporation), Form MGT-7A (annual return), Form AOC-4 (financial statements), DIR-3 KYC for all directors
• GST registration and monthly or quarterly return filing (GSTR-1 and GSTR-3B) where applicable
• TDS compliance: monthly deduction and payment (Form 24Q for salary, Form 26Q for professional fees), quarterly returns
• ESOP policy drafting and Rule 12 (Companies (Share Capital and Debentures) Rules 2014) compliance where applicable
• Grant account structuring and utilisation certificate support for BIRAC, DST, or MeitY programmes
• Section 80-IAC Inter-Ministerial Board certification application, where the startup is eligible and profitable
• DPIIT recognition maintenance, including annual renewal checks and compliance with fund deployment restrictions under G.S.R. 108(E)

What a retainer should not do is bundle services that are not immediately relevant. A pre-seed AI startup with three founders and no revenue does not need FEMA compliance or ESOP exercise support in month two. A well-structured retainer is modular: the base package covers statutory compliance, and domain-specific modules (FEMA, cross-border, ESOP exercise, secondary transactions) are added when triggered.

Comparison: what different legal and compliance services cover

Service type	AoA drafting	Grant compliance	DPIIT filing	Ongoing ROC	TDS / GST	Section 80-IAC
Transactional incorporation (online platform)	Table F default	No	Add-on	No	No	No
CA firm (compliance-only)	No	Partial	Sometimes	Yes	Yes	Sometimes
Law firm (one-time)	Yes (SHA-compatible)	No	Rare	No	No	No
Treelife incorporation retainer	Yes (SHA-compatible)	Yes	Yes	Yes	Yes	Yes

What is the difference between a founders’ agreement and a SHA-compatible AoA?

A founders’ agreement is a private contract between co-founders, typically signed before or at incorporation, that governs equity split, vesting, IP assignment, and founder responsibilities. It is enforceable as a contract between the signatories under the Indian Contract Act 1872. A SHA-compatible AoA is the company’s constitutional document, filed publicly with the ROC, that governs the company’s relationship with all shareholders, present and future. The two documents serve different purposes. A founders’ agreement does not substitute for an AoA, and a well-drafted AoA cannot replace the personal covenants a founders’ agreement captures. Both are necessary at incorporation for an AI startup planning to raise from institutional investors.

Common mistakes that cost deep-tech founders money and months

1. Using Table F and amending it before Series A

The amendment requires a special resolution (three-quarters majority) and ROC filing. If an early angel has a protective blocking right on the special resolution, the AoA amendment requires their consent. Founders who discover this during term sheet negotiation with a Series A investor face a predictable situation: the angel demands updated economics in exchange for consenting to the amendment. The cost of a SHA-compatible AoA at incorporation is a few thousand rupees in additional legal drafting. The cost of the amendment negotiation is rarely less than ₹2-3 lakhs in legal fees and can take four to eight weeks.

2. Not opening the BIRAC grant account before the agreement is executed

BIRAC disburses grant funds only after the Grant Agreement is signed between the BIG Innovator, the BIG Partner, and BIRAC. If the separate no-lien account does not exist at that point, the disbursement is delayed until the account is opened and the account details are verified. More problematically, some founders open the grant account post-receipt, using the general current account for interim period expenses and then transferring amounts back. BIRAC auditors treat this as commingling. The utilisation certificate for the first milestone tranche will not tie cleanly to the dedicated account, and the BIG Partner will flag the discrepancy.

3. Filing DPIIT recognition with a generic innovation description

DPIIT rejects applications where the innovation description does not demonstrate a genuine new approach. For an AI startup, a description that says “we use artificial intelligence to improve customer experience” will fail. A description that says “we have developed a transformer-based clinical decision support model trained on labelled Indian-language radiology reports, reducing diagnostic latency by X% in pilot deployment at Y institution” passes. The retainer should include innovation description drafting as a specific service item, not leave it to the founder to copy-paste from the pitch deck.

4. Missing the Form ADT-1 deadline

A company must appoint its first statutory auditor within 30 days of incorporation under Section 139 of the Companies Act 2013 and file Form ADT-1 within 15 days of the appointment. Missing this attracts a penalty under Section 450 of the Companies Act 2013 (₹10,000 and ₹1,000 per day of continuing default). BIRAC’s due diligence and most angel term sheets include a representation that all statutory filings are current. A missed ADT-1 in month one is embarrassing and preventable.

5. Treating DPIIT recognition as a one-time event

DPIIT recognition can be revoked if the startup crosses ₹200 crore turnover (₹300 crore for Deep Tech), exceeds 10 years from incorporation (20 years for Deep Tech), or if DPIIT determines the entity no longer meets the innovation criterion. More immediately, fund deployment restrictions under G.S.R. 108(E) prohibit recognised startups from investing in real estate, luxury assets, speculative investments, or making loans or capital contributions to other entities unless integral to core business. A retainer that monitors these restrictions annually prevents inadvertent de-recognition.

The compliance calendar an AI startup must run in year one

The volume of compliance tasks in the first 12 months surprises most founders. This is the minimum calendar for a private limited AI startup with DPIIT recognition and a BIRAC BIG grant:

Within 30 days of incorporation:

• Appoint statutory auditor (Section 139, Companies Act 2013); file Form ADT-1 within 15 days of appointment
• Stamp and execute share subscription agreements with founders
• Execute IP assignment agreements from each founder to the company
• Open operating current account and dedicated no-lien BIRAC grant account (if grant is expected)

Within 60 days of incorporation:

• File DPIIT Startup India recognition application on NSWS portal
• Execute founders’ agreement (if not done pre-incorporation)
• Register for GST if projected revenue or B2B services cross ₹20 lakhs threshold (₹10 lakhs for special category states)

Ongoing monthly:

• TDS deduction and payment by 7th of following month (Section 200, Income Tax Act 1961)
• GST return filing: GSTR-1 by 11th, GSTR-3B by 20th (monthly filer) or by applicable quarterly date
• Payroll processing and Form 16 issuance preparation
• BIRAC grant account reconciliation (monthly, to support each milestone submission)

Annually (FY April-March):

• Annual General Meeting within 6 months of financial year end (Section 96, Companies Act 2013)
• Form MGT-7A (annual return) within 60 days of AGM
• Form AOC-4 (financial statements) within 30 days of AGM
• DIR-3 KYC for all directors by 30 September each year
• Income Tax Return (ITR-6) by 31 October (if audit required) or by applicable due date
• Advance tax payments: 15 June (15%), 15 September (45%), 15 December (75%), 15 March (100%)
• DPIIT recognition compliance check: confirm fund deployment restrictions are met
• Section 80-IAC / Section 140 note: for tax returns covering periods on or after 1 April 2026, cite Section 140 of the Income Tax Act 2025 (the renumbered equivalent), not Section 80-IAC of the Income Tax Act 1961; the underlying benefit is unchanged but the section reference in filings must match the applicable Act for the period in question

This calendar is the minimum. A startup with foreign investors adds FEMA filings (Form FC-GPR within 30 days of allotment), RBI reporting, and FLA return by 15 July. A startup with ESOPs adds Rule 12 compliance and Form 3CA/3CB at exercise. A retainer that owns this calendar removes the administrative load from the founding team.

Treelife practitioner note

In the incorporation and early-stage retainer engagements we have run at Treelife, the pattern that creates the most downstream cost is not a missed filing. It is an AoA that was drafted in 20 minutes using the MCA default template at incorporation, because the founders did not yet have investors and did not see why it mattered.

The first time it matters is when the first angel writes a cheque. The angel’s lawyer reviews the AoA and notes that there is no pre-emptive rights provision, no reserved matter list, and no board nomination mechanism. They ask for an AoA amendment. The founders agree. Three months later, the BIRAC BIG Partner monitoring officer reviews the grant file and asks for the AoA as part of the governance package. The amended AoA now shows investor-specific protective provisions that are unusual for a company at ideation stage. The monitoring officer flags this and asks whether the company’s governance has changed materially since the grant application, which represented the company as founder-controlled and independently operating.

This is a real pattern, not a hypothetical. BIRAC’s grant terms expect the grantee to operate with full autonomy over the project. An AoA that gives an investor reserved matter rights over IP licensing and business scope creates a potential conflict with the grant’s representations. The correct approach, which we now build into every deep-tech incorporation retainer, is an AoA architecture that separates investor governance rights (board nomination, information rights, exit mechanisms) from operational autonomy provisions, specifically preserving the founding team’s authority over grant-funded R&D activities. This is a two-clause drafting difference that takes 20 minutes to get right and creates no downstream conflict.

The second thing we build in is grant account setup as a retainer task, not a founder task. Founders who open grant accounts themselves frequently choose accounts with lien facilities (because the relationship manager at their bank recommends it for working capital flexibility), which immediately violates BIRAC’s no-lien requirement. We open the account alongside the operating account, with the correct restrictions in place before the first disbursement.

For AI founders applying to BIRAC, MeitY, or DST NIDHI, the compliance cost of not having this in place before the first grant arrives is consistently higher than the cost of a well-structured retainer.

Case study

Situation: Pre-seed AI-for-healthcare founder in Bengaluru. Solo technical founder, IISc background, preparing to apply for BIRAC BIG-24 (agri-biotech call, but the AI model had crossover clinical validation). Had incorporated using an online platform three months earlier using Table F AoA.

Challenge: (1) Received a term sheet from a family office angel simultaneously with BIRAC shortlisting. The angel’s lawyer flagged that Table F had no CCPS class, no pre-emptive rights clause, and no board nomination mechanism. AoA amendment was needed before the angel could close. (2) BIRAC BIG Partner required a separate no-lien grant account and a statement of expenditure framework before disbursement. The founder was operating from a single current account. (3) DPIIT recognition had been filed with a two-sentence innovation description that had been rejected.

What Treelife did: Drafted a SHA-compatible AoA amendment covering CCPS class, pre-emptive rights, and a neutral board governance provision that preserved founder operational control over grant-funded R&D. Filed Form MGT-14 for the special resolution within five working days. Opened a separate no-lien grant account with the correct mandate structure and set up a grant-specific chart of accounts in the bookkeeping system. Re-filed the DPIIT application with a six-paragraph innovation description including model architecture, training data provenance, and pilot outcome data from a clinical partner.

Outcome: Angel round of ₹1.2 crore closed within three weeks of the AoA amendment. BIRAC BIG-24 grant of ₹50 lakhs disbursed in three tranches across 18 months with zero audit queries. DPIIT recognition received within eight working days of the re-filed application.

FAQs

Q: Can I use a standard MCA template AoA and amend it before my first investor round?
A: You can, but the amendment requires a special resolution under Section 14 of the Companies Act 2013 and an ROC filing within 30 days. If you have any shareholders at that point, including co-founders or angels, their consent is required. Early amendment is common but adds legal cost, negotiation time, and the risk of conflicting representations if you have an active BIRAC grant.

Q: Does BIRAC require the company to be DPIIT-recognised?
A: No. BIRAC BIG eligibility requires only that the company is registered under the Companies Act 2013 (or is an LLP), is not older than five years, is Indian-owned, and has not previously received a BIG grant. DPIIT recognition is not a prerequisite for BIRAC. It is, however, required for SISFS and several MeitY programmes, and it unlocks Section 80-IAC.

Q: What happens if BIRAC grant funds are used from the general current account instead of the dedicated grant account?
A: BIRAC’s grant guidelines require a separate dedicated, auditable, no-lien account. Using the general account constitutes commingling of funds. The BIG Partner may flag this during the monitoring visit, and the utilisation certificate cannot be correctly prepared without the dedicated account trail. In serious cases, BIRAC can suspend further tranches or demand repayment of disbursed funds. The risk is real and preventable at zero additional cost if the dedicated account is opened before the grant agreement is executed.

Q: How long does a DPIIT recognition application take in 2026?
A: Under the NSWS portal, DPIIT issues recognition certificates within 2 to 10 working days for complete, well-drafted applications. Rejections typically come within the same window. The Deep Tech category under G.S.R. 108(E) requires additional documentation and may take longer for the first review cycle.

Q: What is the Section 80-IAC benefit and when should I apply for IMB certification?
A: Section 80-IAC of the Income Tax Act 1961 provides a 100% deduction of profits and gains for any three consecutive assessment years within the recognition period. For a Deep Tech Startup, the recognition period is 20 years. From 1 April 2026, the Income Tax Act 2025 came into force and renumbered Section 80-IAC as Section 140; for filings covering FY 2026-27 onwards, the correct citation is Section 140 of the 2025 Act, though the benefit mechanics are unchanged. Apply for IMB certification in Form 1 in the year in which the startup first becomes profitable, or the year before if profitability is anticipated. There is no benefit to applying before profitability because the deduction applies only to actual profits.

Q: Can a BIRAC BIG grant be combined with angel or seed investment?
A: Yes. BIRAC BIG is non-dilutive grant-in-aid and does not restrict the startup from raising equity capital. The grant funds must be kept in the separate grant account and used only for approved project expenditure. Equity funding goes into the operating account. The two streams must remain segregated in the books.

Q: What does an incorporation retainer typically cost for an AI startup in India?
A: Retainer pricing varies by scope. A basic compliance-only retainer covering ROC, TDS, and GST for an early-stage startup runs between ₹8,000 and ₹20,000 per month. A full-scope retainer including SHA-compatible AoA drafting, DPIIT filing, grant account setup, and ongoing statutory compliance runs between ₹20,000 and ₹50,000 per month depending on the provider and the number of filings. The one-time incorporation setup fee is typically separate. Treelife’s packages for deep-tech founders are structured as a fixed one-time setup fee plus a modular monthly retainer.

Q: Does the AoA need to be updated when a SHA is signed with an investor?
A: Not always, if the AoA is already SHA-compatible. For specific economic terms (liquidation preference percentage, anti-dilution formula, drag threshold), those live in the SHA and do not need to be in the AoA. For rights that bind the company, such as board nomination, reserved matters, and pre-emptive rights, those must be in the AoA. A well-drafted SHA-compatible AoA accommodates these without amendment. Where the SHA introduces a new share class (e.g., Series A CCPS), the AoA must be amended to include that class before allotment.

Q: Can an LLP receive BIRAC BIG grant?
A: Yes. BIRAC’s FAQ confirms that LLPs are treated similarly to companies under the BIG scheme, provided the LLP is majority Indian-owned and meets the age and sector criteria. The no-lien separate account requirement applies equally to an LLP. Note that LLPs cannot issue preference shares and are therefore structurally less suited for VC-style investment than private limited companies.

Q: What are the fund deployment restrictions under DPIIT G.S.R. 108(E) that can cause de-recognition?
A: Under the 2026 notification, DPIIT-recognised startups must primarily deploy funds towards their core business activities. Prohibited uses include investment in real estate, luxury assets, speculative investments, loans to third parties, and capital contributions to other entities unless those investments are integral to the core business. A startup that parks grant proceeds or equity funds in real estate or makes inter-company loans risks de-recognition and consequent loss of Section 80-IAC certification.

Q: How does FEMA apply if we raise from a foreign angel or accelerator?
A: Foreign direct investment into an Indian startup requires compliance with the Foreign Exchange Management Act (FEMA) 1999. The company must file Form FC-GPR with the authorised dealer bank within 30 days of allotment of shares to the foreign investor. The AoA must already permit the relevant share class. DPIIT-recognised startups that have not amended their AoA to permit foreign shareholding, or that have CCPS terms that conflict with the FDI Consolidated Policy 2020 pricing guidelines, face delays or rejection at FC-GPR filing stage.

Q: What happens if a co-founder trained the AI model before the company was incorporated?
A: The IP belongs to that individual, not to the company, until a formal IP assignment deed is executed and stamped. Indian law has no automatic work-for-hire doctrine for pre-incorporation work done outside an employment relationship. BIRAC grant guidelines and investor due diligence both require the company to own its core IP. An assignment deed executed after a grant application has been submitted, or after a term sheet has been received, creates a gap in the IP ownership chain that will be flagged. The assignment should be executed as part of the incorporation retainer scope, simultaneously with the share subscription agreement, not separately.

Q: If I already incorporated with Table F, can Treelife help with a retainer going forward?
A: Yes. We assess the existing AoA and recommend the minimum amendment needed to make it investor and grant-ready. For companies that have not yet signed any SHA or executed any investor documents, this is typically a one-time AoA amendment covering the core rights architecture, followed by the full monthly retainer scope.

Regulatory references:

• Companies Act 2013, Section 5 (AoA as constitutional document), Section 6 (Act overrides inconsistent agreements), Section 10 (AoA as statutory contract), Section 14 (amendment by special resolution), Section 58(2) (share transfer restrictions), Section 96 (AGM requirement), Section 139 (auditor appointment), Section 169 (director removal), Section 241 (oppression remedy), Section 450 (penalty for default)
• Income Tax Act 1961, Section 80-IAC (profit deduction for DPIIT-recognised startups, applicable to periods before 1 April 2026), Section 56(2)(viib) (angel tax, repealed from FY 2025-26)