How-to guide
How to Flip an Indian Company to US Delaware C-Corp
Step-by-step guide to executing a US-Delaware 'flip' — restructuring an Indian operating company under a new US Delaware C-Corp parent. Commonly required pre-VC funding.
Steps
The process.
How to flip an indian company to us delaware c-corp.
Determine if flip is needed
If you're raising from US VCs and they require US parent: yes. If Indian-only funding: usually no. Always check VC term sheets first.
Engage US + India counsel
Need both — US attorney for Delaware C-Corp + Indian CA/CS for FEMA, valuation, ROC. BQP handles both sides.
Form Delaware C-Corp
Standard Delaware C-Corp formation. Founders subscribe to founders' shares pending share-swap.
Valuation of Indian entity
Independent FMV valuation under Rule 11UA. Both India IT Dept and SEBI require this for share-swap.
RBI/FEMA approval
Inbound investment into India via share-swap requires FEMA + RBI compliance. Auto route under FDI policy for most sectors. Need FC-TRS filing.
Execute share-swap
Indian shareholders transfer Indian shares to US C-Corp in exchange for US C-Corp shares (proportional cap table). Document via SPA.
File FC-TRS with RBI
Within 60 days of share-swap. Mandatory FEMA reporting.
Update Indian ROC
File Form FC-1 or update existing forms with new shareholder (US C-Corp).
Update Indian books
Indian entity now wholly-owned subsidiary of US C-Corp. Update statutory registers.
Post-flip compliance
Both entities now need ongoing compliance. Annual ROC + IT in India, annual 1120 + 5472 + state in US.