Corporate and Regulatory Advisory

Overview

Corporate and regulatory advisory helps a company stay on the right side of the Companies Act, FEMA and related rules, especially when something unusual happens: foreign money comes in, a foreign parent sets up an Indian subsidiary, shares are transferred to or from a non-resident, or the company has simply drifted out of compliance. The work combines advice (what applies and what to do), preparation (documents, resolutions, valuation inputs) and filing, which is done through appropriately authorised professionals such as authorised professionals and company secretaries.

Who needs it

• Indian companies and LLPs that receive investment from a foreign investor.
• Foreign companies planning a wholly owned or majority-owned subsidiary in India.
• Startups with foreign angel or venture investors, and their founders.
• Companies transferring shares between residents and non-residents.
• Companies that want a compliance health check before an audit, funding round or sale.
• Boards that need a clear annual compliance calendar and secretarial support.

What Zenith does

Zenith listens first, agrees scope and a tailored quotation, and assigns a relationship manager and the right professional for the matter.

• Structuring. Compares a subsidiary, a branch or liaison office and an LLP route for a foreign business; confirms the sector's investment route and limits.
• Foreign investment reporting. Prepares and files the reporting for inward investment on the RBI's FIRMS portal using the Single Master Form, including FC-GPR for fresh allotments, FC-TRS for transfers, and the LLP forms for LLPs; coordinates the valuation certificate, FIRC and KYC of the overseas investor, and the certification by a practising CS or authorised professional.
• Subsidiary setup support. Works with the incorporation team on documents of the foreign parent, apostille and notarisation, DSC and DIN for directors, SPICe+, and reporting of the foreign investment.
• Compliance health check. Reviews ROC filings, statutory registers, director KYC, auditor appointment, board and shareholder meetings and tax filings, and lists gaps with a remediation plan.
• Annual compliance calendar. Maps Companies Act, tax, transfer pricing and FEMA due dates to your entity.
• Board and secretarial support. Drafts notices, resolutions and minutes for the decisions in question.
• Referrals. Where a matter needs a lawyer, merchant banker or specialist, Zenith says so.

Zenith does not promise any regulatory outcome. Timelines depend on completeness, complexity and authority processing.

Eligibility and key rules

• Routes. Most sectors are under the automatic route, with no prior approval. Some sectors, such as defence, print media and satellite operations, need government approval first. Sectoral caps and conditions apply.
• Reporting. An Indian company must report an inward remittance from a foreign investor within 30 days of receipt through its authorised dealer bank. Reporting of the allotment or transfer (FC-GPR, FC-TRS) follows within the time limits set in the FEMA rules, which Zenith confirms for each transaction.
• Pricing. Issue and transfer of shares to or from non-residents must follow the pricing guidelines, supported by a valuation certificate from an authorised professional or SEBI-registered merchant banker.
• Subsidiary. A foreign-owned company with more than 50 percent held by the parent is a subsidiary. A private company needs at least two directors, at least one of them resident in India, at least two shareholders and an Indian registered office.
• Documents from abroad. Documents of the foreign parent have to be notarised and apostilled, or consularised if the country is not a Hague member.
• Link to ROC. The allotment must be reflected in the board resolutions, statutory registers and annual return (MGT-7).

Documents required

• Certificate of incorporation, MOA and AOA of the Indian company, and latest financial statements.
• Board and shareholder resolutions approving the allotment or transfer.
• Foreign Inward Remittance Certificate (FIRC) and debit certificate from the authorised dealer bank.
• KYC report of the overseas investor from its bank.
• Valuation certificate and details of the shareholding before and after the transaction.
• Declaration by the authorised signatory of the company.
• For a new subsidiary: parent's incorporation certificate, MOA and AOA and latest audited statements; board resolution authorising the subsidiary; passport and address proof of foreign directors and PAN and Aadhaar of Indian directors; photographs; DSC.
• For a health check: last three years' filings, registers and minutes.

Process and timeline

1. Scoping and route check. Sector, investor, instrument and route are confirmed.
2. Documents. Resolutions, valuation, FIRC and KYC are collected and checked.
3. Filing. Single Master Form prepared and certified, submitted on FIRMS, reviewed by the authorised dealer bank and forwarded to the RBI.
4. Acknowledgement. RBI issues a Unique Identification Number on successful processing.
5. ROC alignment. Registers, annual returns and the cap table are updated.
6. Calendar. Future due dates are mapped and shared.

Timelines depend on how complete the documents are and how quickly the bank and authorities process the submission.

Government fees, penalties and due dates

The FIRMS portal itself does not charge a government fee for reporting. Professional fees, valuation fees and bank charges are separate and are stated in the quotation. Late reporting under FEMA is dealt with through compounding, and the amount is decided by the RBI case by case.

Item	Typical date
Inward remittance reporting	Within 30 days of receiving funds.
AGM	Within six months of the year end.
MGT-7	Within 60 days of the AGM.
AOC-4	Within 30 days of the AGM.
DIR-3 KYC	30 September each year.
FLA return (RBI)	15 July each year, for companies with foreign investment.
Transfer pricing report (Form 3CEB) and ITR-6	30 November for companies with international transactions.

Amounts and dates above reflect public sources read in October 2026 and change with notifications, so Zenith confirms the current figures in your quotation.

Common mistakes

• Accepting foreign funds before confirming the sector route and cap.
• Missing the inward remittance reporting window after the money arrives.
• Using the wrong form, for example FC-GPR instead of FC-TRS.
• Issuing shares at a price that does not meet the valuation guidelines.
• Skipping the investor's KYC from its overseas bank.
• Not updating the registers and MGT-7 with the new shareholder.
• Forgetting the annual FLA return after receiving foreign investment.

FAQs