/ Working mandates
Case studies.
Illustrative mandate patterns from BQP's cross-border practice — US incorporation, flip and reverse flip, UAE Corporate Tax restructuring, Form 5472 back-year clean-up, SME IPO advisory, and NRI return planning. Details anonymised; the mechanics are real.
Pre-Series A flip to Delaware, USD 2M US seed closed in 90 days.
Situation
Early-stage AI tooling company founded by two Indian technical founders. Indian Pvt Ltd operating entity with INR 1.2 crore of angel capital on cap table. US seed round in advanced discussions with a Delaware-based US seed VC leading at USD 2M on USD 12M pre-money, plus syndicate from two US angels. VC term sheet requirement: Delaware C-Corp parent structure in place before closing. Timeline: 90 days.
Mandate scope
- CA valuation certificate for the share-for-share swap under FEMA (OIR 2022).
- Delaware C-Corp incorporation + EIN + registered agent + Mercury bank account.
- Share-swap documentation: all cap-table participants (founders + 7 angels) transfer Indian shares for Delaware shares.
- Form FC-TRS filings with RBI within 30 days of swap.
- Form ODI for each cap-table participant.
- Indian capital gains computation for each shareholder; coordination for individual ITR filings.
- 83(b) elections for founders on their Delaware restricted stock (30-day window).
- Transfer pricing documentation setup for ongoing inter-company service flow (cost-plus 12%).
- Pre-closing legal co-ordination with the US VC's counsel on the funds-flow and conversion mechanics.
Outcome
Flip executed in 68 days from engagement to Delaware C-Corp funded. VC term sheet closed on day 85, funds received day 93. Indian capital gains at swap: INR 48 lakh total across all shareholders, each handled through their individual ITR. 83(b) elections filed by Certified Mail within the 30-day window with retained acknowledgements. Transfer pricing documentation first-year setup in place by month 2 post-closing.
Three missed years of Form 5472, cleaned up before IRS correspondence.
Situation
Delaware single-member LLC incorporated via Stripe Atlas in 2022 by an Indian founder, as the US entity for a bootstrapped SaaS business. Founder was unaware of Form 5472 filing obligation. Three missed years (FY 2022, 2023, 2024) each carrying USD 25,000 automatic penalty exposure under IRC Section 6038A. Discovered the obligation when preparing for first Series A conversations.
Mandate scope
- Confirm EIN status + retrieve full LLC history (bank statements, capital contributions, inter-company flows).
- Prepare pro forma Form 1120 for each of the three back years with 'FOREIGN-OWNED US DE' marking.
- Prepare Form 5472 for each year reporting the related-party transactions (capital contributions by foreign owner, any inter-company payments).
- Prepare reasonable-cause statement explaining the non-filing (unaware of obligation; relied on incorporation platform; immediate voluntary disclosure once discovered).
- Paper-file to IRS Ogden service centre via international courier with tracking.
- Set up ongoing annual compliance (next-year pro forma 1120 + 5472 as part of standard package).
Outcome
Three back-year filings executed with Certified-Mail-equivalent tracking retained. Reasonable-cause statement included citing voluntary pre-correspondence disclosure. Follow-up IRS correspondence received on one of the three years — reasonable-cause acknowledgement led to penalty abatement. Founder's LLC compliance now current; Series A diligence proceeded without this issue surfacing.
Dubai holdco re-pricing post-9% Corporate Tax, QFZP qualification secured.
Situation
UAE Free Zone LLC established 2018 by Indian founder, holding IP + global customer-facing operations. Historical zero-tax UAE assumption built into pricing and distribution models. Introduction of UAE Federal Corporate Tax (9% above AED 375,000) effective 1 June 2023 required re-examination. Options: accept 9% CT across the board, or restructure to qualify for Qualifying Free Zone Person (QFZP) 0% on qualifying income.
Mandate scope
- Full review of entity's income streams against Qualifying Activity list under UAE Corporate Tax Decree-Law 47 of 2022.
- Economic Substance Regulations (ESR) compliance review for Relevant Activities being carried out.
- Transfer pricing documentation setup for the UAE entity.
- Substance uplift: additional UAE-local operating expenditure, hire of UAE-resident key employee, documentation of core income-generating activities.
- Restructure of specific income streams to fall within Qualifying Income definition.
- FTA registration for UAE Corporate Tax.
- POEM defence pack: UAE board meeting cadence, UAE-signed minutes, UAE-local decision-making documentation (critical because the founder had partially returned to India).
Outcome
Entity qualifies as QFZP for FY 2024-25 on 92% of its income (qualifying intangibles licensing + distribution to Free Zone persons + specified ancillary services). 8% is non-qualifying and taxed at 9%. Blended effective UAE CT: ~0.7%. Combined with Section 115A India + treaty mechanics for the Indian founder's dividend income, the restructure preserved roughly 85% of the previous zero-tax economics. ESR compliance filed; POEM-UAE defensible.
Family-business SME IPO on BSE SME, INR 24 crore listing in 11 months.
Situation
Mid-size manufacturer in auto-components segment, 20+ year family business with INR 85 crore revenue and INR 7 crore PAT. Founder family wanted an SME IPO on BSE SME to list ESOPs, raise working capital, and formalise governance. Internal state: Tier-2-city headquartered, no CA firm with prior SME IPO execution experience, no DRHP started.
Mandate scope
- IPO readiness audit (90-day diagnostic): corporate governance gaps, financial restatement needs, related-party transactions, inventory and receivable aging.
- Formation of IPO team: BQP co-ordinated merchant banker (BSE-empanelled Category I), peer-reviewed CA audit, legal counsel, registrar + transfer agent, market-maker.
- Three-year audited restated financials under Ind AS as required by SEBI ICDR Regulations.
- DRHP drafting + merchant banker co-ordination through SEBI filing.
- Company-level corporate governance restructuring: board independence, audit committee, nomination & remuneration committee, risk management, whistleblower.
- SEBI inspection preparation: physical inspection, document pack ready, management interviews prepared.
- IPO issue timing + pricing with merchant banker, QIB + retail roadshow.
- Post-listing compliance calendar for first year as a listed entity.
Outcome
DRHP filed with SEBI in month 7 of engagement. SEBI inspection completed month 8 with no material adverse findings. IPO opened month 11 at INR 24 crore, subscribed 3.8x across QIB + retail + HNI. Listed on BSE SME with price discovery at 18% above issue price on listing day. First-year post-listing compliance in place.
NRI returning from Dubai, USD 2.4M of foreign assets restructured in RNOR window.
Situation
Indian founder relocating from Dubai to Bengaluru permanently after 11 years in UAE. Dubai Free Zone LLC with ongoing services business; UAE Golden Visa holder with real estate (DLD-registered apartment, AED 2.4M FMV); US brokerage account with USD 180K of US-listed equity ETFs; UAE pension corpus of AED 950K. Engaged BQP 7 months before planned permanent return.
Mandate scope
- Pre-return residential-status planning: day-count model showing RNOR eligibility in the first 2 years post-return based on 10-year lookback.
- RNOR window asset-disposal plan: list of asset sales to execute during RNOR (US ETFs sold in RNOR Year 1 = no Indian tax on US LTCG; Dubai property sold in RNOR Year 2 = no Indian tax on UAE capital gain).
- UAE pension corpus analysis: options for lump-sum distribution during RNOR vs structured annuity post-ROR.
- Dubai LLC continuity: founder keeps the LLC with Dubai-resident nominee director + UAE-local accounting + UAE board meetings — POEM-UAE defensibly maintained; LLC services Indian customers via inter-company arrangement.
- Indian Pvt Ltd setup for Indian-customer-facing operations.
- NRE / FCNR account re-designation plan: Resident Rupee Fixed Deposit for ongoing INR corpus + RFC Account for foreign-currency portion.
- First-year Schedule FA (Foreign Assets) + Schedule FSI preparation once ROR status takes effect in Year 3.
Outcome
Return executed smoothly month 7 post-engagement. US ETFs sold in RNOR Year 1 generating USD 180K cash + no Indian tax; Dubai apartment sold in RNOR Year 2 generating AED 2.4M cash + no Indian tax (saved roughly INR 48 lakh in Indian LTCG that would have applied once ROR). UAE pension corpus taken as lump sum during RNOR — UAE tax-free; India tax-free during RNOR. Dubai LLC continues with POEM-UAE defence pack in place. First-year Schedule FA on time; no notices.
Growth-stage Delaware C-Corp reverse flip, India IPO track activated.
Situation
D2C consumer brand founded 2019 with Delaware C-Corp parent + Indian operating subsidiary. Series B closed at USD 180M post-money with US + India VC co-leads. India customers now 85% of revenue; Indian IPO on main board target for 24-36 months out. SEBI listing standards require Indian issuer — Delaware parent cannot list directly. Decision: reverse flip to Indian parent before IPO track activates.
Mandate scope
- Pre-flip tax model for every shareholder (founders + Series A VCs + Series B VCs + ESOP holders) — Indian LTCG on share-swap based on Delaware FMV uplift.
- Analysis of Scheme of Arrangement (Section 230 NCLT) vs direct share swap — direct swap chosen for speed and simplicity.
- Shareholder consent process + SHA / IRA amendments.
- Indian holdco incorporation (new Pvt Ltd planned to be the parent).
- Share-swap execution: each Delaware shareholder transfers Delaware shares to the new Indian parent in exchange for Indian shares at FEMA-compliant pricing.
- FDI compliance on Indian side (Form FC-GPR for new foreign holdings in the Indian parent).
- Delaware subsidiary continuity for ongoing US customer base + Delaware franchise tax ongoing.
- Transfer pricing re-set with new structure (Indian parent + Delaware subsidiary).
Outcome
Reverse flip executed in 8 months from engagement to new Indian parent operational. Aggregate shareholder-level Indian LTCG: INR 48 crore across all participants (vs INR 180+ crore estimate if waited until 24 months later at projected pre-IPO FMV). Flip accelerated by 16 months saved ~INR 130 crore in aggregate shareholder tax. New Indian parent structure IPO-ready. SEBI listing readiness audit scheduled for 18 months out.
Indian family office outbound into US venture fund, USD 10M ODI deployed cleanly.
Situation
Mumbai family office of a listed-company promoter family wanted to invest USD 10M as an LP in a Delaware-domiciled US venture fund (Fund III of a well-known US VC with ~USD 500M AUM). Previous family-office outbound investments had been limited and routed through advisors unfamiliar with FEMA Overseas Investment Rules 2022. Needed clean, compliant deployment with proper reporting.
Mandate scope
- FEMA eligibility analysis: automatic route confirmation for the family office's Indian entity profile.
- USD 10M allocation across 3 financial years to stay within 400% of net worth cap on Automatic Route.
- Fund LPA review: investor rights, drawdown mechanics, management fee + carry structure, side-letter negotiation.
- Authorised Dealer bank co-ordination for outward remittance.
- Form ODI filing for each drawdown (within 30 days per filing).
- UIN (Unique Identification Number) obtained for the first investment; subsequent drawdowns reported against the same UIN.
- Annual Performance Report (APR) filing cadence set up with annual reminder calendar.
- Capital-gains tracking framework for eventual fund distributions (both carried interest and principal) + Form 15CA/CB routes for inbound funds.
Outcome
USD 10M committed; USD 3.5M deployed across first 18 months in three drawdown events, each with Form ODI filed within 30 days. UIN established. First APR filed on time. Side-letter secured preferential terms on reporting cadence. Family office now has a repeatable FEMA ODI playbook for future outbound investments (two more US venture fund commitments in planning).
/ Does one of these look like you?
Scope your mandate.
If any of these mandate patterns map to your situation — US incorporation, flip or reverse flip, UAE restructuring, SME IPO, NRI return, Form 5472 clean-up, FEMA ODI — start with a 20-30 minute scoping call. Written pricing before work begins. Direct partner access on every mandate.