# Regulatory Advisory Services in India

Published: 29 Sep 2026
Author: Treelife
Practice area: Compliance
Tags: cross-border regulatory advisory, ECB and ODI structuring, FEMA advisory services, RBI regulatory advisory, regulatory advisory firm in India, regulatory advisory services in India, SEBI regulatory advisory
Source: https://treelife.in/compliance/regulatory-advisory-services-in-india/

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Blog Content Overview

- [0.1 What are regulatory advisory services in India?](#What_are_regulatory_advisory_services_in_India)

- [1 Which regulators does regulatory advisory in India cover?](#Which_regulators_does_regulatory_advisory_in_India_cover)
[1.1 What changed in 2026-27](#What_changed_in_2026-27)

- [2 What is covered under Treelife’s regulatory advisory services?](#What_is_covered_under_Treelife8217s_regulatory_advisory_services)
[2.1 Representation and adjudication support](#Representation_and_adjudication_support)
- [2.2 What a regulatory opinion from Treelife contains](#What_a_regulatory_opinion_from_Treelife_contains)

- [3 When does a business need regulatory advisory services in India?](#When_does_a_business_need_regulatory_advisory_services_in_India)
[3.1 Which trigger do founders miss most often?](#Which_trigger_do_founders_miss_most_often)

- [4 Regulatory advisory by sector: what each business model triggers](#Regulatory_advisory_by_sector_what_each_business_model_triggers)
- [5 How does Treelife deliver regulatory advisory services?](#How_does_Treelife_deliver_regulatory_advisory_services)
[5.1 The engagement, step by step](#The_engagement_step_by_step)
- [5.2 Engagement models](#Engagement_models)
- [5.3 Indicative turnaround by mandate type](#Indicative_turnaround_by_mandate_type)
- [5.4 Documents needed to start](#Documents_needed_to_start)

- [6 Regulatory advisory vs regulatory compliance vs transaction legal work](#Regulatory_advisory_vs_regulatory_compliance_vs_transaction_legal_work)
- [7 How to choose a regulatory advisory firm in India](#How_to_choose_a_regulatory_advisory_firm_in_India)
[7.1 What drives the cost of a regulatory mandate](#What_drives_the_cost_of_a_regulatory_mandate)

- [8 Common mistakes that cost founders time and money](#Common_mistakes_that_cost_founders_time_and_money)
- [9 Frequently asked questions on regulatory advisory services in India](#Frequently_asked_questions_on_regulatory_advisory_services_in_India)

Most regulatory exposure in an Indian company is created on a single day: the day money crosses a border, a structure changes, or a regulated product goes live. The Foreign Exchange Management Act 1999, the Companies Act 2013, SEBI regulations and RBI directions each attach conditions to that event, and those conditions rarely sit in one place. Regulatory advisory services in India exist to read them before the event, not after a filing deadline has passed. This guide sets out what the service covers, which regulator governs which decision, what changed in 2025-26, and how an engagement actually runs.

### What are regulatory advisory services in India?

Regulatory advisory services in India are written opinions and structuring support on whether a proposed transaction, product or structure is permitted, under which route, and on what conditions, before it is executed. The work spans FEMA 1999 and RBI directions, SEBI regulations, the Companies Act 2013, the IFSCA Act 2019 and sectoral licensing. The output is a position, a route and a filing map, not the filing itself.

## Which regulators does regulatory advisory in India cover?

Regulatory advisory in India covers five core regulators and a layer of sectoral ones: the Reserve Bank of India (RBI) for foreign exchange and financial licensing, the Securities and Exchange Board of India (SEBI) for funds and capital markets, the Ministry of Corporate Affairs (MCA) for corporate actions, the International Financial Services Centres Authority (IFSCA) for GIFT City, and the Competition Commission of India (CCI) for deal approvals.

The practical difficulty is that one transaction usually touches three of them at once. A foreign investor subscribing to compulsorily convertible preference shares (CCPS) in an Indian startup is a FEMA pricing question, a Companies Act allotment question under Section 42 or Section 62, and an income tax valuation question, each with its own valuer, form and deadline. Advice that answers only one of the three is where most post-closing contraventions start.

**Regulator map for regulatory advisory services in India**

RegulatorGoverning lawDecisions typically advised onRelated Treelife guideRBI (foreign exchange)FEMA 1999; FEM (Non-Debt Instruments) Rules 2019; FEM (Overseas Investment) Rules 2022; FEM (Borrowing and Lending) Regulations 2018, amended 16/02/2026FDI route and pricing, downstream investment, ODI, ECB, flips[FEMA compliance in India](https://treelife.in/compliance/fema-compliance-in-india/)RBI (financial regulation)RBI Act 1934; Payment and Settlement Systems Act 2007; 244 consolidated Master Directions issued 28/11/2025NBFC registration, payment aggregator authorisation, account aggregator, co-lending[RBI payment aggregator authorisation](https://treelife.in/fintech/rbi-payment-aggregator-pa-cb-authorisation/)SEBISEBI Act 1992; SEBI (AIF) Regulations 2012; SEBI (Investment Advisers) Regulations 2013; SEBI (Portfolio Managers) Regulations 2020Fund registration, investment adviser and PMS licensing, listed company obligations[Wealth-tech and fintech regulatory guide](https://treelife.in/fintech/wealth-tech-fintech-companies/)MCACompanies Act 2013; LLP Act 2008Private placement (Section 42), preferential issue (Section 62), buyback (Section 68), schemes (Sections 230 to 234)Covered in this guideIFSCAIFSCA Act 2019; IFSCA (Fund Management) Regulations 2025Fund management entity registration, GIFT City fund and holding structures[GIFT regulatory and tax advisory](https://treelife.in/services/gift-ifsc-setup/regulatory-tax-advisory/)CCICompetition Act 2002, Sections 5 and 6Whether an acquisition needs prior approval, including the deal value thresholdCovered in this guideSectoralDigital Personal Data Protection Act 2023; IRDAI, FSSAI and CDSCO frameworksData handling, insurance distribution, product licensingScoped per mandate

### What changed in 2026-27

Eight changes in the last 18 months make pre-2026 regulatory opinions unreliable without a refresh:

- **ECB overhaul:** the FEM (Borrowing and Lending) (First Amendment) Regulations 2026 took effect on 16/02/2026 through RBI A.P. (DIR Series) Circular No. 22 ([TaxGuru](https://taxguru.in/rbi/rbi-amends-ecb-rules-consolidates-borrowing-norms-2026-regulations.html)). Minimum average maturity was standardised at 3 years ([EY](https://www.ey.com/en_in/technical/alerts-hub/2026/03/rbi-has-revised-the-borrowing-and-lending-framework)) and LLPs are now eligible borrowers ([Ashlar Law](https://ashlarlaw.com/update-rbi-notifies-foreign-exchange-management-borrowing-and-lending-first-amendment-regulations-2026/)).

- **RBI rulebook consolidation:** on 28/11/2025 the RBI issued 244 Master Directions and withdrew 9,445 circulars under RBI/2025-26/100 ([RBI](https://www.rbi.org.in/Scripts/BS_CircularIndexDisplay.aspx?Id=13170)). Any opinion citing a withdrawn circular needs re-mapping.

- **New income tax law:** the Income-tax Act 2025 came into force on 01/04/2026, with the Income-tax Rules 2026 notified on 20/03/2026 ([CBDT press release](https://www.incometaxindia.gov.in/documents/d/guest/press-release-income-tax-act-2025-comes-into-force-from-01-april-2026-pdf)). Valuation and withholding references in board papers now need new section numbers.

- **FEMA compounding reset:** the FEM (Compounding Proceedings) Rules 2024 and RBI Compounding Directions of 01/10/2024, amended in April 2025, added a discretionary cap of ₹2 lakh per regulation for row 5 contraventions of the computation matrix ([Argus Partners](https://www.argus-p.com/updates/updates/streamlining-fema-compliance-rbis-new-compounding-framework/)).

- **GIFT City funds:** the IFSCA (Fund Management) Regulations 2025 replaced the 2022 regulations and cut the minimum scheme corpus from USD 5 million to USD 3 million ([IFSCA press release](https://ifsca.gov.in/Document/Legal/press-release-notification-of-ifsca-fund-management-regulations-202519022025091920.pdf)).

- **Export and import overhaul:** the FEM (Export and Import of Goods and Services) Regulations 2026 (Notification No. FEMA 23(R)/2026-RB dated 13/01/2026) replace the 2015 export regulations from 01/10/2026 ([RBI](https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=13277&Mode=0)). An amendment of 22/09/2026 cut the realisation period to 9 months, and to 12 months for INR-invoiced exports, before the new rules even started ([SCC Online](https://www.scconline.com/blog/post/2026/09/29/rbi-amends-fema-export-import-goods-services-regulations-2026/)).

- **Data protection:** the Digital Personal Data Protection Rules 2025 were notified on 13/11/2025. Consent Manager provisions start on 13/11/2026 and core data fiduciary duties on 13/05/2027 ([JSA](https://www.jsalaw.com/wp-content/uploads/2025/11/JSA-Prism-InfoTech-November-2025-DPDP-Rules.Final_.pdf)).

- **Online gaming:** the Promotion and Regulation of Online Gaming Act 2025 and its Rules came into force on 01/05/2026, banning online money games and creating the Online Gaming Authority of India ([AMS Shardul](https://www.amsshardul.com/insight/statutory-update-new-legal-framework-for-online-gaming-from-1st-may-2026/)).

## What is covered under Treelife’s regulatory advisory services?

Treelife’s regulatory advisory services cover fifteen modules, grouped around inbound capital, outbound capital, India entry, trade flows, licensing, corporate actions and remediation. Each module answers one question (is this permitted, by which route, at what price, with what filing) and ends in a written position the board, the investor’s counsel and the AD bank can each rely on.

Most mandates use three or four modules, not all fifteen. A Series A with a US lead investor, for example, typically needs the FDI entry opinion, the Companies Act allotment route and the filing map, and nothing on the licensing side.

**Regulatory advisory service modules**

ModuleWhat it coversGoverning provisionTypical outputFDI entry and pricingAutomatic or government route, sectoral cap, land-border investor check, pricing floorFEM (Non-Debt Instruments) Rules 2019, Schedule I and Rule 21; Press Note 3 (2020)Route opinion, pricing basis, FC-GPR filing mapDownstream investmentWhether an Indian company with foreign ownership is itself a foreign investor for its subsidiariesRule 23, FEM (Non-Debt Instruments) Rules 2019Indirect foreign investment computation, Form DI mapODI and overseas structuringSetting up or funding a foreign entity, financial commitment limitsFEM (Overseas Investment) Rules and Regulations 2022ODI route opinion, Form ODI map ([ODI guide](https://treelife.in/legal/fema-odi-rules-and-regulations/))ECB structuringParent or lender debt, eligibility, maturity, end-use, reportingFEM (Borrowing and Lending) Regulations 2018, as amended 16/02/2026ECB term sheet review, LRN and reporting mapFlip and reverse flipMoving the holding company offshore or back to IndiaOI Rules 2022; NDI Rules 2019; Section 234, Companies Act 2013Structure options with tax and FEMA cost of eachSEBI registration pathwayAIF, investment adviser, portfolio manager, research analystSEBI (AIF) Regulations 2012; SEBI (IA) Regulations 2013; SEBI (PM) Regulations 2020Eligibility gap analysis, application roadmapRBI licensingNBFC, payment aggregator, account aggregator, PPISection 45-IA, RBI Act 1934; Section 7, PSS Act 2007Licensing opinion, net worth and fit-and-proper gap listGIFT IFSCFund management entity, fund, holding or treasury centre in GIFT CityIFSCA Act 2019; IFSCA (Fund Management) Regulations 2025Registration category opinion, structure noteCorporate actionsPrivate placement, preferential issue, buyback, merger, capital reductionSections 42, 62, 66, 68 and 230 to 233, Companies Act 2013Route and sequencing note, valuer mappingContravention remediationLate filings, pricing breaches, missed approvals found in diligenceSection 15, FEMA 1999; FEM (Compounding Proceedings) Rules 2024; Sections 441 and 454, Companies Act 2013LSF versus compounding decision, application draftRegulatory change trackingImpact of new circulars on an existing structureAs notifiedImpact note within the retainer cycle

**Modules for foreign companies, exporters and investors**

ModuleWhat it coversGoverning provisionTypical outputIndia entry routeSubsidiary, liaison office, branch office or project office, and which activities each may carry onSection 6(6), FEMA 1999; FEM (Establishment in India of a Branch Office or a Liaison Office or a Project Office or any other Place of Business) Regulations 2016 (FEMA 22(R)/2016-RB)Entry route comparison, AD bank application, annual activity certificate calendarExport, import and current accountRealisation of export proceeds, import payments, set-off, advance receipts, dividends, royalties and fees to non-residentsFEM (Export and Import of Goods and Services) Regulations 2026, as amended 22/09/2026; FEM (Current Account Transactions) Rules 2000Realisation and EDPMS or IDPMS control map, repatriation route noteRegulatory due diligenceBuy-side or sell-side review of past FEMA, Companies Act and licensing compliance, with each gap pricedFEMA 1999; Companies Act 2013; sector licencesRed-flag report, regularisation plan, disclosure schedule languageInvestor-side registrationForeign portfolio investor and foreign venture capital investor routes for funds investing into IndiaSEBI (Foreign Portfolio Investors) Regulations 2019; SEBI (Foreign Venture Capital Investors) Regulations 2000Route opinion, registration roadmap

### Representation and adjudication support

Where a matter moves past compounding, the advisory work changes shape. A FEMA contravention can go to adjudication under Section 16 of FEMA 1999 before the Directorate of Enforcement, and a Companies Act default to adjudication under Section 454, with an appeal to the Regional Director. Treelife prepares the factual record, the regulatory position and the written submissions; where the matter needs courtroom representation, we work alongside litigation counsel [confirm practice position before publishing].

### What a regulatory opinion from Treelife contains

Every written position follows the same five-part shape so it can be read by a founder in five minutes and by opposing counsel in thirty:

- **Facts relied on:** existing facts separated from proposed facts, with the ownership chain drawn out.

- **Position:** permitted, permitted with conditions, or not permitted, stated first.

- **Route and approvals:** automatic or approval route, and which authority, AD bank or registry acts.

- **Filing map:** each form, who files it, the trigger date and the deadline.

- **Open points:** anything that turns on regulator discretion, flagged with the cheapest way to close it.

## When does a business need regulatory advisory services in India?

A business needs regulatory advisory the moment a proposed step involves a non-resident, a regulated activity or a change in share capital, and before any document is signed. After signing, the choice narrows from structuring to remediation, and remediation is always the more expensive of the two.

The trigger is the event, not the company’s size. A two-person company taking ₹50 lakh from an NRI relative faces the same FEMA pricing and reporting rules as a Series C company taking ₹500 crore from a sovereign fund.

**Trigger events that call for regulatory advisory**

StageTrigger eventRegulatory question to answer firstCost of skipping advicePre-incorporationForeign co-founder or foreign holding companyIs the sector on the automatic route, and does Press Note 3 apply to any investor?Wrong holding structure, later flip at tax costSeed to Series AFirst foreign subscription or convertible noteIs the instrument FEMA-compliant, and is the price at or above FMV?Pricing contravention, FC-GPR rejectionSeries A onwardIndian subsidiary or overseas officeIs this ODI, and does the financial commitment fit the automatic route?ODI without approval, late Form ODIGrowthDebt from foreign parent or lenderIs it ECB, and does it meet the amended 2026 framework?ECB contravention, blocked repaymentProduct launchPayments, lending, wealth or insurance productWhich licence, which regulator, what net worth?Operating without authorisationFund launchAIF in India or fund in GIFT CitySEBI Category or IFSCA scheme type, and sponsor commitmentRejected or delayed registrationM&A or secondaryShare transfer to or from a non-residentPricing, FC-TRS within 60 days, CCI thresholdDeal delay, contravention at closingDiligence findingPast filing missed or pricing breach flaggedLSF, compounding or adjudication?Loss of deal leverage, uncapped exposure

### Which trigger do founders miss most often?

Downstream investment. Once an Indian company is owned or controlled by non-residents, its own investment into an Indian subsidiary is treated as indirect foreign investment under Rule 23 of the FEM (Non-Debt Instruments) Rules 2019. The subsidiary then carries the same sectoral caps and pricing rules as a direct foreign investee, and the parent reports it in Form DI. Most founders learn this in the investor’s diligence, not at the time of the investment.

## Regulatory advisory by sector: what each business model triggers

The business model decides which regulator leads. A SaaS exporter lives mostly under FEMA’s export rules, a lending app under RBI directions, and a consumer platform increasingly under the DPDP Act, so the same “regulatory advisory” mandate looks very different sector to sector.

**Lead regulatory question by sector**

SectorLead regulatorsFirst regulatory questionPositionSaaS and IT services exportsRBI (FEMA)Are receivables realised within the permitted period, and are EDPMS entries closed?9 months from invoice date for services from 01/10/2026; 12 months if invoiced or settled in INRPayments and lendingRBIDoes the model need PA authorisation, NBFC registration or a regulated lending partner?PA applicants need ₹15 crore net worth at application and ₹25 crore within 3 years ([Treelife](https://treelife.in/fintech/wealth-tech-fintech-companies/))Wealth-tech and investment platformsSEBIIs it advice, discretionary management, distribution or research?Portfolio managers need ₹5 crore net worth; investment advisers work on a deposit system ([Treelife](https://treelife.in/fintech/wealth-tech-fintech-companies/))E-commerce and D2C with foreign capitalDPIIT, RBI (FEMA)Marketplace or inventory model?FDI up to 100% on the automatic route for marketplace; not permitted for inventory-based e-commerce (Press Note 2 (2018))Online gamingMeitY, Online Gaming Authority of IndiaIs the game an online money game, a social game or an e-sport?Money games prohibited from 01/05/2026; e-sports need registrationConsumer and data-heavy platformsMeitY, Data Protection Board of IndiaAre notice, consent, retention and breach processes DPDP-ready?Core duties apply from 13/05/2027Funds and GIFT City structuresSEBI, IFSCAAIF category in India or scheme type in GIFT IFSC?IFSCA venture capital and restricted schemes need a minimum corpus of USD 3 millionForeign company entering IndiaRBI (FEMA), MCASubsidiary, liaison office or branch office?Branch office applicants need a 5-year profit track record and USD 100,000 net worth (FEMA 22(R)/2016-RB)

## How does Treelife deliver regulatory advisory services?

Treelife runs every regulatory advisory mandate in seven steps, from fact intake to post-closing tracking, with the same team carrying the position through to the filing. The design choice that matters is continuity: the people who write the opinion also brief the AD bank and hand the filing map to the compliance team, so the advice and the filing never drift apart.

### The engagement, step by step

- **Intake and fact separation:** we separate what already exists (cap table, past filings, existing structure) from what is proposed, and draw the full ownership chain up to the ultimate beneficial owner.

- **Regulatory mapping:** each proposed step is mapped to its regulator, provision and approval route, including the land-border and downstream investment checks.

- **Position and route:** a written opinion states whether the step is permitted, the route, and every condition, with regulator discretion flagged.

- **Document alignment:** the term sheet, shareholders’ agreement or loan agreement is checked so that pricing, conversion and exit clauses do not breach the position.

- **Regulator and AD bank interface:** where an approval, a compounding application or a bank query is involved, we prepare and run the submission.

- **Filing handoff:** the filing map goes to our [FEMA compliance](https://treelife.in/services/secretarial-compliance/fema-compliance/) or secretarial team, or to the client’s own CA, with each deadline dated.

- **Post-closing tracking:** for retainer clients, new circulars are checked against the live structure and an impact note issued where something changes.

### Engagement models

Three models cover almost every mandate: a single scoped opinion on one question, a transaction mandate that runs from term sheet to closing filings, and a retainer for companies with recurring cross-border flows or a regulated licence. Which one a company needs turns on how often the question recurs, not on company size; our note on [one-time regulatory consultation versus a retainer](https://treelife.in/finance/https-treelife-in-posts-one-time-regulatory-consultation-vs-a-retainer/) covers that choice.

### Indicative turnaround by mandate type

Mandate typeIndicative turnaroundWhat is deliveredSingle regulatory question[to confirm with practice team] working daysWritten opinion with filing mapFDI round (inbound)[to confirm with practice team] working daysRoute and pricing opinion, document review, FC-GPR mapECB or parent funding[to confirm with practice team] working daysEligibility opinion, agreement review, LRN and reporting mapFlip or reverse flip[to confirm with practice team] weeksStructure options with tax and FEMA cost comparisonContravention remediation[to confirm with practice team] working days to fileLSF or compounding decision, application and working papers

Timelines run from receipt of the documents listed below and assume no prior contravention needing regularisation first.

### Documents needed to start

- Current shareholding pattern and fully diluted cap table

- Memorandum and articles of association, and any shareholders’ agreement in force

- Term sheet, loan agreement or draft transaction document

- Past FEMA filings (FC-GPR, FC-TRS, FLA, ODI) with RBI acknowledgements

- Latest audited financial statements and valuation reports

- Details of each non-resident investor, including country of beneficial ownership

## Regulatory advisory vs regulatory compliance vs transaction legal work

Regulatory advisory decides whether and how a step can be taken; regulatory compliance files what the law requires once it has been taken; transaction legal work puts the agreed terms on paper. They run in that order, and a gap in the first one cannot be fixed by getting the other two right.

The confusion is common because the same firm often does all three. The test is the question being asked: “can we do this, and how?” is advisory, “what do we file and by when?” is compliance, and “what does the SHA say?” is legal drafting.

**How the three services differ**

DimensionRegulatory advisoryRegulatory complianceTransaction legal workTimingBefore the term sheet is signedAfter money moves or shares are allottedBetween term sheet and closingQuestion answeredIs it permitted, by which route, at what price?Which form, by whom, by which date?What are the agreed rights and obligations?OutputWritten position and filing mapFiled forms and RBI or MCA acknowledgementsExecuted agreementsTypical provisionsNDI Rules, OI Rules, ECB framework, SEBI and IFSCA regulationsFC-GPR, FC-TRS, FLA, PAS-3, MGT-14Contract Act 1872, Companies Act 2013, articlesCost of getting it wrongStructural: contravention, unwinding, compoundingProcedural: late submission fee or MCA additional feesCommercial: disputed rights, renegotiation

For recurring filings, see Treelife’s [secretarial compliance](https://treelife.in/services/secretarial-compliance/) services; for agreement drafting, [legal support](https://treelife.in/services/legal-support/).

## How to choose a regulatory advisory firm in India

Choose the firm that will put its position in writing, cite the provision behind each condition, and still be on the file when the filing goes in. Firm size matters less than whether the same team covers FEMA, company law and tax on your transaction, because most contraventions sit in the gaps between those three.

**Six tests for a regulatory advisory firm**

TestWhat to askRed flagWritten positionWill the advice come as a signed note with the provision cited for each condition?Advice only on calls or in chat messagesCurrencyDoes the opinion reflect the 2026 ECB, export-import and income tax changes?Citations to withdrawn RBI circulars or the Income-tax Act 1961 for post-April 2026 stepsCoverage across lawsWho answers the Companies Act and tax sides of the same step?“Your CA will handle that part”Ownership chainDoes the firm ask for beneficial ownership details before answering?An answer given on the cap table aloneDiscretion flaggedDoes the note say where the RBI, SEBI or AD bank has discretion?Every point stated as certainContinuity to filingWho files, and who answers the AD bank query that follows?Advice ends at the opinion

### What drives the cost of a regulatory mandate

- Number of regulators involved, since each adds a route analysis and a filing map

- Whether any past contravention must be regularised before the new step

- Number of jurisdictions in the ownership chain

- Whether a prior approval, rather than the automatic route, is needed

- Whether the mandate runs to closing or ends at the opinion

## Common mistakes that cost founders time and money

- **Treating AD bank processing as regulatory clearance.** An AD bank accepting a remittance or a form does not mean the RBI agrees the transaction was compliant; a memorandum of contravention can still follow. Under Section 13(1) of FEMA 1999, the penalty runs up to three times the sum involved where it is quantifiable, plus up to ₹5,000 for every day the contravention continues.

- **Relying on withdrawn RBI circulars.** Opinions, board notes and policy documents written before 28/11/2025 often cite circulars that RBI/2025-26/100 withdrew. Actions already taken under them stay valid, but new steps must map to the consolidated Master Directions.

- **Running an ECB on the old rulebook.** ECBs registered before 16/02/2026 continue under the earlier terms, but reporting for all ECBs must follow the amended regulations irrespective of registration date ([Ashlar Law](https://ashlarlaw.com/update-rbi-notifies-foreign-exchange-management-borrowing-and-lending-first-amendment-regulations-2026/)). Finance teams that kept the old reporting calendar are now out of step.

- **Delaying the compounding decision.** A contravention repeated within three years of an earlier compounding order cannot be compounded again (Rule 4(2), FEM (Compounding Proceedings) Rules 2024). The application fee is ₹10,000 plus GST and the RBI disposes of a complete application within 180 days ([TaxGuru](https://taxguru.in/corporate-law/rbis-new-fema-compounding-rules-timelines-penalties.html)); waiting for the next round’s diligence to raise it removes the choice of timing.

- **Citing the repealed tax law in regulatory documents.** Board resolutions, valuation reports and withholding notes dated after 01/04/2026 that cite the Income-tax Act 1961 invite a query from the investor’s counsel. Section references need re-mapping to the Income-tax Act 2025.

- **Keeping the old export realisation calendar.** From 01/10/2026, service export proceeds must be realised within 9 months of the invoice date, not the 15 months the January 2026 notification first allowed, under the FEM (Export and Import of Goods and Services) Regulations 2026 as amended on 22/09/2026. SaaS companies with 120 to 180 day enterprise payment terms and slow collections need an AD bank extension or a set-off route planned before the deadline, not after the EDPMS entry goes overdue.

## Frequently asked questions on regulatory advisory services in India

**Q: Does regulatory advisory cover the tax side of a cross-border transaction?**

A: Yes, as a parallel workstream. FEMA pricing and income tax valuation are separate tests with separate valuers, and from 01/04/2026 the tax side runs under the Income-tax Act 2025 and Income-tax Rules 2026. Treelife’s tax team is brought in on the same mandate so the two numbers are reconciled before allotment.

**Q: How long does a regulatory advisory engagement take?**

A: It depends on the mandate type, from days for a single question to weeks for a flip. The indicative turnaround table above sets out each type; the clock starts on receipt of the intake documents.

**Q: What is the end-to-end regulatory timeline for a foreign equity round?**

A: Shares must be allotted within 60 days of receiving the remittance under the FEM (Non-Debt Instruments) Rules 2019 and Section 42(6) of the Companies Act 2013. Form PAS-3 follows within 15 days of allotment under Section 39(4), and Form FC-GPR within 30 days of allotment.

**Q: What documents are needed for a regulatory opinion?**

A: The cap table, constitutional documents, the draft transaction document, past FEMA filings with acknowledgements, audited financials and beneficial ownership details of each non-resident investor. The full list is in the section on how Treelife delivers.

**Q: Is RBI approval needed before a foreign investor invests in an Indian startup?**

A: Not on the automatic route. Prior government approval is needed only where the sector sits on the government route, the investment exceeds the sectoral cap, or Press Note 3 (2020) applies because the investor or its beneficial owner is in a country sharing a land border with India.

**Q: How are shares held by an NRI co-founder treated under FEMA?**

A: It depends on the basis of holding. Investment by an NRI on a non-repatriation basis under Schedule IV of the FEM (Non-Debt Instruments) Rules 2019 is treated as domestic investment, so it does not count toward foreign ownership for downstream investment purposes. Repatriable holdings are treated as foreign investment.

**Q: Can a DPIIT-recognised startup raise convertible notes from a non-resident?**

A: Yes. A DPIIT-recognised startup can issue convertible notes to a non-resident for ₹25 lakh or more in a single tranche under the FEM (Non-Debt Instruments) Rules 2019, subject to sectoral conditions and reporting in Form CN.

**Q: What happens if a funding round falls through after the money has arrived?**

A: If shares are not allotted within 60 days of receipt, the money must be refunded within 15 days after that period ends, under the FEM (Non-Debt Instruments) Rules 2019 and Section 42(6) of the Companies Act 2013. A late refund is itself a contravention and needs regularisation.

**Q: Can a foreign investor be given an assured exit price?**

A: No. The FEM (Non-Debt Instruments) Rules 2019 permit optionality clauses such as puts and calls, but the exit must be at the price applicable on the date of exit under the pricing rules, not a pre-agreed assured return.

**Q: Does Press Note 3 apply if only a small investor in the round is from a neighbouring country?**

A: Yes. Press Note 3 (2020) applies where the investing entity or its beneficial owner is situated in, or is a citizen of, a country sharing a land border with India, irrespective of the size of its stake. It moves that investment onto the government route.

**Q: What should a company do if a missed FEMA filing is found in diligence?**

A: Decide between a late submission fee and compounding first. Pure reporting delays are usually regularised through the late submission fee; other contraventions go to compounding under Section 15 of FEMA 1999 and the FEM (Compounding Proceedings) Rules 2024, where row 5 contraventions can be capped at ₹2 lakh per regulation at the RBI’s discretion.

**Q: Can a chartered accountant sign the FEMA valuation for a share issue?**

A: Yes, for an unlisted company. Rule 21 of the FEM (Non-Debt Instruments) Rules 2019 accepts a valuation by a chartered accountant, a SEBI-registered merchant banker or a practising cost accountant, using an internationally accepted pricing methodology on an arm’s length basis. The income tax valuation may need a different signatory.

**Q: When does an acquisition of an Indian startup need CCI approval?**

A: When it crosses the asset or turnover thresholds in Section 5 of the Competition Act 2002, or the deal value exceeds ₹2,000 crore and the target has substantial business operations in India. Approval is needed before closing.

**Q: Should a foreign company enter India through a subsidiary or a liaison office?**

A: A subsidiary, if the Indian arm will earn revenue. A liaison office under the FEM (Establishment in India of a Branch Office or a Liaison Office or a Project Office or any other Place of Business) Regulations 2016 cannot carry on commercial activity and must run on inward remittances, with an annual activity certificate filed each year. It suits market research and representation only.

**Q: What changes for Indian SaaS and service exporters from 01/10/2026?**

A: The realisation period shortens. Under the FEM (Export and Import of Goods and Services) Regulations 2026, as amended on 22/09/2026, service export proceeds must be realised within 9 months of the invoice date, or 12 months where invoiced or settled in INR. The regulations also replace the 2015 export regulations and move more approvals to AD banks.

### Related posts:

- [ESI Compliance in India: ESIC Applicability, Eligibility, Contribution Rates,](https://treelife.in/compliance/esi-compliance-in-india/)

- [Secretarial Documents for a Funding Round Data Room: The Complete Checklist](https://treelife.in/compliance/secretarial-documents-for-a-funding-round-data-room/)

- [FC-GPR Filing after Foreign Investment: Timeline, Documents, RBI Penalties](https://treelife.in/compliance/fc-gpr-filing-after-foreign-investment/)

- [India Entry Compliance Checklist for Foreign Companies: Complete Guide](https://treelife.in/compliance/india-entry-compliance-checklist-for-foreign-companies/)

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