Expanding into India means navigating FDI regulations, entity structuring, RBI approvals, and ongoing compliance — all at once. Here is how to do it right, with the right legal partner.
India’s economy has entered a new chapter. With GDP growth consistently running above seven percent, a regulatory environment reformed by successive waves of liberalisation, and the government’s deliberate effort to ease the cost of doing business, the subcontinent is no longer a frontier market footnote — it is a primary destination for global capital, talent, and enterprise.
But success here is never simply a matter of ambition. The legal terrain is layered, the regulatory clock moves fast, and the difference between a deal that closes and one that unravels is often the quality of the counsel advising it. That is where Ahlawat & Associates enters the picture.
Founded in 1978 by Ms. Avnish Ahlawat as a Delhi litigation practice, the firm has evolved across four decades into one of India’s most recognised full-service corporate law firms — ranked by Legal 500, IFLR1000, and the India Business Law Journal, and counted among Asia’s fastest-growing practices by Asian Legal Business. Today, with offices in New Delhi, Mumbai and Chandigarh, the firm advises Fortune 500 multinationals, growth-stage startups, private equity funds, and sovereign-linked investors on everything from market entry to complex cross-border M&A.
Corporate & Commercial Practice: Where Law Meets Business Reality
The foundation of the firm’s reputation is its Corporate & Commercial practice — a department that covers the full arc of a company’s legal life, from incorporation and capital structuring all the way through to governance, transactions, and exit planning.
The team advises on mergers and acquisitions, joint ventures, private equity investments, and restructurings, ensuring that every deal is built on foundations that hold: carefully constructed conditions precedent, robust indemnity frameworks, escrow structures, and post-closing covenants designed to protect client interests long after signing day.
“We provide corporate and commercial legal services for businesses, investors, and entrepreneurs — covering every stage of a company’s lifecycle, from structuring and funding to governance and day-to-day contracting.” — Ahlawat & Associates
On the commercial side, the firm advises on the drafting and negotiation of master services agreements, vendor contracts, technology and SaaS arrangements, distribution and channel deals, and manufacturing agreements. In an era of heightened data regulation, commercial lawyers embed data protection-compliant clauses and cross-border transfer provisions as standard, not as afterthoughts.
Areas Covered Under Corporate & Commercial Practice
- M&A & Restructuring — share, business, and asset purchases; demergers; slump sales; term sheets through to definitive agreements
- Joint Ventures — control and veto rights, governance charters, IP ownership, technology transfers, and restrictive covenants
- Private Equity & VC — fund formations, term sheet review, anti-dilution protections, drag-along and tag-along rights, exit structuring
- Commercial Contracts — MSAs, SaaS agreements, data processing agreements, cross-border logistics and supply contracts
- Corporate Governance — board actions, Companies Act filings, secretarial compliance, policy frameworks
- FDI & FEMA Advisory — entry route selection, RBI approvals, FC-GPR filings, repatriation planning
How to Set Up Your Business in India: A Practical Guide
The single most common inquiry the firm receives from international clients is also the most consequential one: how do we structure our India entry? It is a question that carries more variables than most foreign executives anticipate. The choice of legal vehicle — subsidiary, branch office, liaison office, limited liability partnership, or joint venture — has direct implications for taxation, liability, regulatory clearances, intellectual property ownership, and the ease with which profits may eventually be repatriated.
Getting that foundational decision wrong is expensive and difficult to reverse. Below is a plain-language guide to the main options.
Private Limited Company (Wholly Owned Subsidiary)
The most popular structure for foreign companies entering India. A wholly owned subsidiary allows 100 percent foreign ownership in most sectors, gives full operational control, and enables the company to hire employees, own property, and conduct business freely. Incorporation typically takes 10 to 20 business days once all documents are in order.
Joint Venture
Where a sector requires a local partner — or where local knowledge is genuinely valuable — an equity joint venture is the appropriate vehicle. Governance documents must be carefully drafted to address control rights, IP ownership, exit mechanisms, and what happens when partners disagree.
Liaison Office
A liaison office may carry out only liaison and coordination activities — market research, brand representation, facilitating parent company business. It cannot earn income in India. Registration with the Reserve Bank of India is required, and the approval is valid for three years, renewable thereafter.
Branch Office
A branch office can undertake a wider range of activities than a liaison office, including earning income, but is restricted to specific categories approved by the RBI. It is commonly used by foreign banks, insurance companies, and professional services firms.
Limited Liability Partnership (LLP)
LLPs offer flexible governance and reduced compliance burden compared with private companies, but foreign direct investment into LLPs is permitted only on the Government Approval Route in many sectors, limiting their utility for most foreign investors.
India FDI Compliance: Six Things to Get Right
The regulatory environment governing foreign investment into India continues to evolve at pace. Staying current is not optional — penalties for FEMA violations or missed RBI filing deadlines are material. Here are the six most important things any foreign investor must address:
- Identify the correct FDI entry route — Automatic or Government — and the applicable sectoral cap for your industry before any structure is finalised
- Conduct a thorough regulatory review covering FEMA, Companies Act 2013, sector-specific guidelines, and competition law before signing any term sheet
- File FC-GPR with the RBI within 30 days of share allotment for all foreign currency subscriptions — non-compliance attracts compounding penalties
- Obtain all necessary approvals from RBI, DPIIT, sectoral ministries, and the Competition Commission where applicable, before committing to transaction milestones
- Embed data protection-compliant clauses in all cross-border technology and services contracts, in line with India’s evolving data law framework
- Maintain a structured compliance calendar from day one — Companies Act filings, board meeting frequencies, and secretarial audit obligations are non-negotiable for subsidiaries above prescribed thresholds
Why Businesses Choose Ahlawat & Associates
What sets Ahlawat & Associates apart is the integration of its disciplines into a unified advisory offering. A foreign company setting up an Indian subsidiary will find that the same firm advising on its FDI structure can also draft its employment contracts, register its trademarks, advise on its data transfer agreements, and represent it in any eventual arbitration. This reduces coordination friction and keeps institutional knowledge consolidated.
The partner-led approach matters too. Uday Singh Ahlawat, who leads the Corporate Commercial practice, is recognised by IFLR1000, Legal 500, and the IBLJ A-List. Clients report faster turnaround, more commercially calibrated advice, and a transparent fee structure that allows for genuine long-term relationship building.
Independent Recognition
- Legal 500 Asia-Pacific — Commercial, Corporate & M&A (Leading Firm)
- Legal 500 — Labour & Employment (Leading Firm)
- IFLR1000 — Private Equity & Mergers and Acquisitions
- India Business Law Journal — FDI Law Firm Award 2023
- Asian Legal Business — Top 30 Asia’s Fastest Growing Firms 2023
- Benchmark Litigation — Recommended: Labour & Employment
- IBLJ — Best Start-Up Law Firm 2021
- RSG — Top 50 Law Firms in India 2019
Ready to Enter India’s Market?
For any business considering India — whether you are a technology group evaluating a wholly-owned subsidiary, a Gulf investor exploring a joint venture in the infrastructure sector, or an Indian startup preparing for a private equity round — the complexity of the legal landscape makes expert guidance not a luxury but a prerequisite.
The firms that navigate it best tend to be the ones that have done it hundreds of times before. Ahlawat & Associates has.
Get in touch:
Phone: +91-11-4102 3400
Corporate & Commercial Law: ahlawatassociates.com/area-of-practice/corporate-commercial-law
Setting Up Business in India: ahlawatassociates.com/setting-business-india
