Lynx Legal Partners LLP is a dedicated foreign investment and multinational corporate law practice based in Mumbai — the gateway through which the world’s most consequential investments into India are structured, documented, and operationalised. We are legal strategists, advisors, and counsel for multinational corporations, global private equity funds, foreign institutional investors, joint venture partners, and overseas companies establishing or expanding their presence in India.
India’s foreign investment story has never been more compelling — or more legally complex. The country surpassed USD 1 trillion in cumulative FDI in December 2024. Between April and September 2025 alone, India recorded USD 35.18 billion in FDI inflows — an 18% increase over the prior year. The India–UK Comprehensive Economic and Trade Agreement (CETA), signed in July 2025, opens 99% of Indian exports to duty-free UK access and slashes tariffs on 90% of UK goods entering India. The India–EFTA Trade and Economic Partnership Agreement, effective October 2025, embeds a binding USD 100 billion investment commitment. The Insurance Amendment Act of December 2025 raises the FDI cap in insurance to 100%. And the Sabka Bima Sabki Raksha reform signals a broader trend of progressive FDI liberalisation across strategic sectors.
Yet navigating India’s foreign investment framework — with its automatic and government approval routes, sectoral caps, Press Note 3 bordering country restrictions, FOCE classification, FEMA compliance obligations, and transfer pricing requirements under the Income Tax Act, 2025 — demands specialist expertise that combines regulatory depth with transactional precision. We provide that expertise, fully updated to every dimension of India’s evolving investment landscape.
We proudly serve the full spectrum of foreign investors and multinational businesses operating in India :
Entering India is a decision of significant strategic consequence. The choice of entry structure — wholly owned subsidiary, joint venture, branch office, liaison office, project office, or Limited Liability Partnership — determines the investor’s tax efficiency, operational flexibility, regulatory obligations, and repatriation rights for the entire lifecycle of the India investment. Getting this decision right from the outset, with full awareness of sectoral FDI caps, approval route requirements, and downstream investment implications, is the foundation of a successful India presence.
India Entry Strategy & Entity Structure Advisory — Advising foreign investors on the optimal India entry structure — analysing the regulatory, tax, liability, and repatriation implications of each available vehicle — including wholly owned subsidiary (WOS), joint venture company, branch office, liaison office, project office, and LLP — with specific attention to sectoral FDI conditions, minimum capitalisation requirements, and governance constraints
Automatic Route vs. Government Route Analysis — Assessing whether a proposed investment falls under the automatic route (no prior government approval required) or the government approval route (requiring DPIIT and sectoral ministry clearance through the Foreign Investment Facilitation Portal / FIFP) — and managing the approval process end-to-end where government route is required
Sectoral FDI Cap & Conditions Advisory — Advising on the applicable FDI caps and sectoral conditions across all major investment sectors — including 100% FDI in manufacturing, technology, e-commerce, and space (satellite manufacturing); the newly enacted 100% FDI in insurance (Sabka Bima Sabki Raksha Act, December 2025); 49% FDI in defence manufacturing; and the sourcing and pricing conditions applicable in single brand retail and other regulated sectors
Press Note 3 & Bordering Country Compliance — Advising investors with connections to India’s bordering countries — China (including Hong Kong), Pakistan, Bangladesh, Nepal, Bhutan, Myanmar, and Afghanistan — on the mandatory government approval requirement under Press Note 3 for all investments (whether by subscription or transfer), regardless of percentage — including the January 2025 exception for multilateral banks or funds of which India is a member, and the beneficial ownership tracing exercise required to determine applicability
FOCE Framework Advisory — Advising entities on the RBI’s expanded definition of Foreign-Owned or Controlled Entities (FOCEs) following the 2025 update — which now captures indirect foreign influence through layered ownership structures, offshore vehicles, and trusts — and on the FDI compliance implications triggered for restructurings, intra-group transfers, and downstream investments by FOCE-classified Indian entities
Global Capability Centre (GCC) & Captive Unit Setup — Advising multinational technology, financial services, engineering, and consulting companies on the establishment of Global Capability Centres in India — one of the most significant FDI trends driving the USD 7.81 billion in computer software and hardware inflows in FY2024–25 — including entity structure, staffing frameworks, IP ownership, service agreements, and transfer pricing arrangements with the parent entity
FEMA compliance is not a one-time exercise at incorporation. It is a continuous, precise, and penalty-sensitive obligation that follows every rupee of foreign capital into and out of India — through share issuances, secondary transfers, dividend repatriations, ECB drawdowns, and corporate restructurings. Missed filings, incorrect valuations, and non-compliant pricing create compounding violations that become increasingly costly and complex to regularise. We provide rigorous, proactive FEMA compliance management across the full investment lifecycle.
FC-GPR Filing — Share Allotment to Foreign Investors — Managing the mandatory Form FC-GPR filing with the RBI through the FIRMS portal within 30 days of allotment of equity instruments to a foreign investor — including the preparation of required enclosures (Company Secretary certificate, valuation report by SEBI-registered CA at arm’s length), and the resolution of common filing errors that result in compounding proceedings
FC-TRS Filing — Share Transfers Between Residents & Non-Residents — Managing Form FC-TRS filings required for secondary transfers of shares between resident and non-resident parties — covering investor-to-investor secondary sales, founder share transfers to foreign buyers, and repatriation of exit proceeds
FEMA Pricing & Valuation Compliance — Advising on FEMA-compliant pricing for all foreign investment transactions — including the arm’s length valuation requirement for share issuances and transfers, the SEBI-registered CA valuation methodology (DCF for unlisted, market price for listed), and the pricing constraints that apply to secondary transfers under the NDI Rules, 2019
Annual Return on Foreign Liabilities & Assets (FLA) — Managing the mandatory Annual Return on Foreign Liabilities and Assets filed by Indian companies that have received FDI or made overseas direct investments — including data compilation, timeline compliance, and the penalties for late or non-filing
FEMA Compounding Proceedings — Advising clients on regularising historical FEMA violations through the RBI’s compounding mechanism — including the preparation of compounding applications, supporting documentation, and strategy to minimise compounding penalties — with experience across violations arising from late FC-GPR filings, incorrect pricing, and unreported downstream investments
Downstream Investment & Indirect FDI Compliance — Advising on the downstream investment framework — where an Indian company receiving foreign investment invests into another Indian company — including the applicable FDI norms, sectoral cap analysis, pricing requirements, and reporting obligations triggered by each layer of downstream investment structure
Joint ventures between Indian and foreign partners are among the most legally intensive structures in cross-border investment — involving the simultaneous negotiation of commercial arrangements, governance frameworks, technology licensing terms, exit rights, and regulatory compliance across two legal systems. The quality of the joint venture agreement determines whether the partnership creates durable value or becomes an irreconcilable dispute. We advise both foreign and Indian partners in joint venture structuring, documentation, and governance — with the experience to anticipate and address the points of friction before they become disputes.
Joint Venture Agreement Drafting & Negotiation — Drafting and negotiating comprehensive joint venture agreements covering equity structure, capital contribution, governance and board composition, reserved matters, management control, profit distribution, non-compete obligations, IP ownership, exit rights, and deadlock resolution mechanisms — with FEMA compliance built into every commercial term
Technology Transfer & Licensing Agreements — Structuring technology transfer and technical assistance agreements between foreign licensor parents and Indian JV entities — including royalty rate structuring compliant with Indian FEMA outbound royalty payment regulations, IP ownership carve-outs, sublicensing restrictions, and the interface with transfer pricing arm’s length requirements
Governance Frameworks for Foreign-Invested Companies — Designing and implementing governance frameworks for Indian subsidiaries and JVs of foreign parents — including board composition (with attention to Companies Act independent director requirements), investor reserved matters, related-party transaction policies, information rights, and reporting to offshore parent entities
Joint Venture Dispute Management — Advising joint venture partners on the management and resolution of JV disputes — including deadlock mechanisms, compulsory transfer provisions, the enforcement of ROFR and drag-along rights, and the use of arbitration (including Singapore and MCIA-seated arbitration) for the resolution of disputes that cannot be resolved through the governance framework
India–UK CETA & India–EFTA TEPA Advisory — Advising UK and European investors on the legal and commercial implications of the India–UK CETA (signed July 2025) and the India–EFTA TEPA (effective October 2025) — including tariff schedule analysis for goods, services trade facilitation, professional mobility provisions, and the structuring of investment flows to maximise treaty benefits under India’s liberalised trade framework
Establishing a subsidiary in India is only the beginning. Operating a compliant, well-governed Indian subsidiary requires continuous attention to the Companies Act, SEBI regulations (for listed entities), RBI FEMA obligations, GST compliance, transfer pricing documentation, labour law compliance, and sector-specific regulatory requirements. The MCA’s expanding digital governance framework and RBI’s increasing scrutiny of foreign-invested entities make ongoing compliance management a strategic priority — not an administrative afterthought. We serve as the embedded India legal function for foreign companies across all sectors.
Annual ROC & MCA Compliance — Managing all annual and event-based ROC filings — annual returns (MGT-7), financial statements (AOC-4), event-based forms for share issuances, director changes, charge registrations, and charter amendments — ensuring full Companies Act compliance for Indian subsidiaries of foreign parents
Board Management & Corporate Governance — Advising on the Companies Act requirements for Indian subsidiaries — including board composition, independent director requirements, audit committee and other committee mandates, related-party transaction governance, and CSR compliance thresholds — and preparing board packs, resolutions, and minutes compliant with Indian law
Secretarial Compliance & Directors’ Report — Preparing secretarial audit reports and annual Directors’ Reports — incorporating all mandatory disclosures including SEBI LODR requirements for listed subsidiaries, CSR reporting, ESOP disclosures (per the 2025 MCA reform proposals), and gender-based shareholding disclosures
Liaison Office, Branch Office & Project Office Compliance — Managing the ongoing RBI compliance obligations for liaison offices, branch offices, and project offices of foreign companies in India — including Annual Activity Certificates (AACs) to AD Category banks, renewal applications, permitted activity monitoring, and FEMA compliance for permitted inward remittances and expenditures
Repatriation of Profits & Dividends — Advising on the tax-efficient repatriation of profits from Indian subsidiaries to overseas parents — including dividend repatriation mechanics, applicable withholding tax rates under India’s DTAA network, interest repatriation from inter-company loans, royalty remittances under technology licensing agreements, and the FEMA compliance requirements for each repatriation channel
DPDP Act & Data Governance for MNCs — Advising multinational corporations on the Digital Personal Data Protection Act, 2023 and DPDP Rules, 2025 — including the Act’s extraterritorial application to foreign companies processing Indian users’ data, the “negative list” approach to cross-border data transfers, the absence of GDPR-equivalent standard contractual clauses, and building India-compliant privacy programmes that integrate with the parent group’s global data governance framework
Transfer pricing is the single most consequential and most litigated area of tax for multinational companies with Indian operations. India’s transfer pricing regime — reorganised under Chapter 10 of the Income Tax Act, 2025 with expanded scope to cover digital assets, platform economies, and innovative financing structures — demands rigorous annual documentation, proactive APA strategy, and specialist representation in disputes before the Transfer Pricing Officer, the Dispute Resolution Panel, and the Income Tax Appellate Tribunal. CBDT signed a record 174 APAs in FY2024–25, demonstrating both the maturity of India’s APA programme and the government’s commitment to reducing TP litigation through advance certainty.
Transfer Pricing Documentation & Compliance — Preparing the full three-tier TP documentation structure — Master File (for groups with international transactions above INR 500 million or intangible transactions above INR 100 million and group turnover above INR 5 billion), Local File (Form 3CEB, required irrespective of transaction value), and Country-by-Country Report (for groups with consolidated revenue above INR 64 billion) — compliant with BEPS Action Plan 13 and the Income Tax Act, 2025 framework
Block Transfer Pricing Assessment — Advising MNCs on the Finance Act 2025’s landmark introduction of block TP assessment — allowing the Arm’s Length Price determined in a particular year to be applied to similar transactions in the following two years (FY 2026–27 onwards) — representing the most significant administrative simplification in India’s TP regime in years
Advance Pricing Agreements (APAs) — Advising on and managing unilateral, bilateral, and multilateral APA applications — benefiting from CBDT’s record 174 APAs signed in FY2024–25 (including 64 BAPAs) — providing up to 5-year prospective certainty on arm’s length pricing and eliminating litigation risk for defined future periods
Permanent Establishment & Profit Attribution Advisory — Advising MNCs on PE exposure in India — including fixed place PE, dependent agent PE, and virtual PE for digital businesses — and on profit attribution to Indian PEs under the Income Tax Act, 2025 and applicable DTAA provisions, informed by the expanded APA and MAP mechanisms now available for PE attribution certainty
Intra-Group Services & Management Fees — Advising on the arm’s length pricing of intra-group service charges, management fees, cost-sharing arrangements, and head office allocations — one of the most frequently challenged categories in Indian transfer pricing audits — including the “benefit test” analysis and functional documentation required to sustain service fee deductions
TP Audit Defense & Dispute Resolution — Representing MNCs before the Transfer Pricing Officer, the Dispute Resolution Panel (DRP), and the Income Tax Appellate Tribunal in TP disputes — including the preparation of technical and economic submissions, coordination of expert witnesses, and MAP proceedings for cases involving double taxation from TP adjustments
India’s most ambitious corporations are increasingly global — acquiring international businesses, establishing overseas subsidiaries, listing on foreign exchanges, and deploying capital across multiple jurisdictions. Outbound investment from India is subject to the RBI’s Overseas Direct Investment (ODI) framework — a comprehensive set of regulations that govern the structure, quantum, and reporting of Indian investment abroad. We advise Indian companies and promoters on the full spectrum of outbound investment structuring and compliance.
Overseas Direct Investment (ODI) Structuring & Compliance — Advising Indian companies on ODI under the Foreign Exchange Management (Overseas Investment) Rules, 2022 — including eligible structures for overseas investments (wholly owned subsidiaries, joint ventures, and step-down subsidiaries), the financial commitment limits, and Form OPI / Form ODI reporting obligations to the RBI through AD Category banks
Cross-Border M&A — Outbound Acquisitions — Advising Indian acquirers on the legal, FEMA, and tax structuring of outbound acquisitions — including the choice between direct acquisition and offshore holding company structures, DTAA treaty jurisdiction selection, acquisition financing options under ECB regulations, and the coordination of due diligence across target and Indian jurisdictions
Overseas Listing & GDR / ADR Advisory — Advising Indian companies on overseas listing requirements — including Global Depository Receipts (GDRs) and American Depository Receipts (ADRs) — and on the FEMA framework for the issue and listing of Indian company securities overseas, SEBI’s IFSC-GIFT listing framework, and compliance with foreign listing authority requirements
India–UAE BIT & Bilateral Investment Treaty Protection — Advising Indian investors making outbound investments into treaty-partner jurisdictions on the protections available under India’s Bilateral Investment Treaty network — including the India–UAE BIT (in force August 2024) and the India–Kyrgyzstan BIT (in force June 2025, the first treaty under India’s revised Model BIT 2025) — including fair and equitable treatment standards, expropriation protections, and treaty arbitration access
Holding Company & Tax-Efficient Outbound Structure — Advising on the use of intermediate holding jurisdictions — Singapore, Mauritius, Netherlands, UAE — for tax-efficient outbound investment structures, including dividend exemption regimes, capital gains treaty protection, controlled foreign corporation analysis, and the impact of India’s GAAR provisions on structuring choices
Foreign investment in India’s most strategically significant sectors — insurance, defence, space, telecommunications, pharmaceuticals, and financial services — requires not only FEMA compliance but also sector regulator approvals, ownership and control conditions, governance requirements, and national security clearances. The pace of FDI liberalisation in these sectors has accelerated dramatically in 2025, creating new opportunities that require specialist navigation. We advise foreign investors on every regulatory dimension of sector-specific FDI.
Insurance Sector — 100% FDI Advisory — Advising global insurers on the landmark Sabka Bima Sabki Raksha (Amendment of Insurance Laws) Act, 2025 — notified December 2025 — which raises the FDI cap in insurance companies from 74% to 100%, with conditions requiring domestic investment of the entire premium collected in India. Advising on JV buyout structuring, full acquisition mechanics, IRDAI approval requirements, enhanced regulatory oversight provisions, net owned fund requirements for foreign reinsurance branches (reduced to INR 10 billion), and the implications of the one-time licensing reform for insurance intermediaries
Defence & Aerospace FDI Advisory — Advising foreign defence manufacturers and technology companies on India’s defence FDI framework — including 100% FDI under the automatic route for manufacturing of components and 49% under the automatic route for certain defence items requiring licensing — with advisory on the Make in India requirements, DPIIT licensing obligations, and the strategic partnership model for platform acquisitions
Space Sector FDI Advisory — Advising global space technology companies on the liberalised space sector FDI framework — 100% automatic route for satellite component manufacturing and ground segment, 74% for satellite manufacturing and operations, and 49% for launch vehicles and spaceport creation — and on the IN-SPACe regulatory approvals required for space activities in India
Telecommunications & Digital Infrastructure FDI — Advising foreign telecoms companies and digital infrastructure investors on the applicable FDI framework, TRAI regulatory compliance, spectrum licensing, and tower infrastructure investment structures — with attention to the intersection of FDI conditions and DPDP Act data localisation requirements for telecoms operators
Financial Services & Fintech FDI — Advising foreign financial services investors — banks, NBFCs, payment companies, asset managers, and wealthtech platforms — on sector-specific FDI conditions, RBI and SEBI licensing requirements, and the FOCE framework implications for entities with indirect foreign control — including the SWAGAT-FI (Single Window Automatic and Generalized Access for Trusted Foreign Investors) framework introduced by SEBI to streamline FPI onboarding for low-risk foreign portfolio investors
Pharmaceutical, Healthcare & Life Sciences FDI — Advising foreign pharmaceutical and healthcare investors on the FDI framework for brownfield acquisitions in pharmaceuticals (50% automatic, 100% government approval route) — the CCI approval obligation, the valuation requirements under FEMA, the import licensing and drug regulatory compliance managed by CDSCO, and the evolving IP and data exclusivity framework affecting pharmaceutical sector investment decisions
Copyright© 2026 Lynx Legal Partners LLP
