DB Legal assists clients in translating the proposed commercial model into an Indian legal roadmap. The preliminary review typically considers:

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Proposed activities: What the overseas business intends to manufacture, sell, license, provide, source, import, export or support from India.​

 

Customer and revenue model: Whether the Indian operation will contract and invoice locally, provide support to an overseas group entity or act only as a representative office.

 

​Foreign ownership: Whether the relevant sector permits the proposed level of foreign investment and whether government approval or sector conditions may apply.

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Indian partner: Whether a local strategic, distribution, technology or capital partner is commercially required and how the relationship should be structured.

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Funding: The proposed equity, debt, service-fee, royalty or other funding and payment arrangements.

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Management and control: Board composition, reserved matters, delegation, local management and reporting expectations.

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​Workforce: Proposed employees, expatriates, consultants, secondments, benefit structures and employment policies.

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Regulatory footprint: Corporate, foreign exchange, sector licensing, consumer, product, data, employment and other operational requirements.

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​​Exit and flexibility: Whether the structure permits a future sale, restructuring, joint venture, closure or conversion to a different operating model.

Wholly owned Indian subsidiary​

 

An Indian company provides a separate legal entity through which the overseas group can employ personnel, contract with customers and suppliers, hold assets, receive investment and operate a local business. The foreign ownership and activities remain subject to the applicable foreign investment and sector framework.

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Joint venture company

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A joint venture may be appropriate where an Indian partner contributes local market access, assets, licences, technology, distribution or operational capability. The legal documentation must address ownership, funding, governance, reserved matters, business plans, transfer restrictions, deadlock and exit.

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Limited liability partnership

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An LLP may provide operational and governance flexibility for certain permitted activities. Its suitability depends on the sector, foreign investment conditions, tax and funding considerations, intended activities and the expectations of the parties.

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Branch, liaison or project office

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These structures operate as an extension of the foreign entity and are subject to activity limitations and regulatory conditions. They may be relevant for representative, project-based or specified activities but are not interchangeable with a locally incorporated operating company.

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Contractual entry

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A business may initially access India through distribution, agency, franchising, licensing, manufacturing, sourcing, services or other contractual arrangements. The contract should allocate regulatory responsibility, payment risk, intellectual property, data, customer ownership, product liability, exclusivity, termination and dispute resolution.

• Preparing a legal structure note comparing available entry routes.

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• Analysing foreign investment and sector-specific conditions.

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• Coordinating entity incorporation or registration and drafting constitutional documents.

 

• Preparing shareholder, joint venture, investment and governance arrangements.

 

• Drafting initial customer, supplier, distribution, services, technology and employment documents.

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• Supporting capital infusion, foreign investment reporting and initial board and shareholder actions.

 

• Coordinating with tax, accounting, company-secretarial and licensing advisers.

 

• Providing ongoing corporate and commercial support after commencement of operations.