US Incorporation · Ownership Structuring

Your ownership,
structured to scale.

How you structure ownership of your US company — the cap table, founder equity, and whether you run a US-parent/India-subsidiary or an India-to-US flip — decides how cleanly you can raise, grant equity, and move value across the corridor. We design and document the structure so it holds up when investors run diligence and satisfies both the IRS and India's FEMA/ODI rules.

The structure you set early is the one investors inherit. We get the cap table, founder equity, and parent/subsidiary or flip decision right, document it, and align it with your tax and FEMA position — so your next raise isn't slowed by your own setup.

Cap Table
Live
OwnershipDiligence-ready
Founders
Vesting
Pool
Flip
Docs
Structure status
  • Cap tableClean
  • Founder vestingSet
  • FEMA / ODIAligned
Clean
Cap table
Fundable
Holds in diligence
Cap table
Clean from day one
Flip or US-parent
The right structure
Diligence-ready
Holds up when you raise
Why structure matters early

The structure you set now decides your next raise.

  • Cap table

    Is your cap table clean and investor-ready?

    Messy founder splits, undocumented equity, or a missing option pool surface the moment an investor runs diligence — and can stall or reprice a round.

  • Flip vs parent

    US-parent/India-sub, or an India-to-US flip?

    Whether the US entity owns the India one or vice versa changes your tax, your fundraising, and your FEMA position. Picking wrong is expensive to undo later.

  • Equity

    How do you grant equity to a team in India?

    Founder vesting, an option pool, and grants to Indian employees each have US and India implications that have to be set up correctly from the start.

  • Cross-border

    Does the structure satisfy FEMA and the IRS?

    Ownership that moves money or value across the corridor touches FEMA/ODI on the India side and US tax on the other. The structure has to hold on both.

Ownership is the part founders are most tempted to defer — and the part that's most expensive to fix later. The cap table, the parent/subsidiary or flip decision, and how equity and money cross the corridor all need to be set deliberately, before investors and grants are in the picture.

What's included

A structure that holds up to diligence.

Foundation

Cap table setup

We set up a clean cap table — founder ownership, share classes, and authorized shares — documented so it's investor-ready from day one.

  • Founder ownership recorded
  • Share classes & authorized shares
  • Investor-ready format
Decision

Flip vs US-parent structure

We model the US-parent/India-subsidiary versus India-to-US flip options against your fundraising and tax goals, and recommend the one that fits.

  • US-parent vs flip modeled
  • Tax & FEMA implications mapped
  • Recommendation documented
Equity

Founder vesting & option pool

We structure founder vesting and an option pool so future hires and investors see a standard, fundable equity setup — not a surprise.

  • Founder vesting schedules
  • Option pool sized
  • Grant framework set
Intercompany

Intercompany agreements

Where the US and India entities transact, we put intercompany agreements in place so the relationship is documented and defensible.

  • Services / IP agreements
  • Arm's-length terms
  • Aligned with transfer pricing
Cross-border

FEMA / ODI alignment

We align the ownership structure with India's FEMA and ODI rules so cross-border ownership and investment are compliant from the start.

  • FEMA-aware ownership
  • ODI position considered
  • Coordinated with structuring team
Proof

Diligence-ready documentation

We assemble the ownership documents investors expect — so when a round comes, diligence is a formality, not a fire drill.

  • Founder & equity documents
  • Board / member consents
  • Organized data-room set
How we work

From founder split to fundable structure.

01Review
Map where you are

We review your current ownership, your India side, and your fundraising plans to see what the structure needs to support.

A clear picture of the goal
02Model
Choose the structure

We model US-parent vs flip and the equity setup, weighing tax, FEMA, and investor expectations, then recommend a path.

Structure decided with reasons
03Document
Put it on paper

We set up the cap table, vesting, option pool, and intercompany agreements, and document everything properly.

Ownership formalized
04Ready
Make it diligence-ready

We organize the ownership documents into a clean set so your next raise runs smoothly.

Investor-ready data room
FAQ

Ownership structuring for founders, answered.

What is a cap table and why does it matter for Indian founders?

A cap table (capitalization table) records who owns your company — founders, investors, and option holders — and in what proportion. For Indian founders raising in the US, a clean, well-documented cap table is one of the first things investors examine in diligence. Founder splits, vesting, and an option pool all need to be set up correctly, because fixing a messy cap table mid-raise can delay or reprice the round.

Should I use a US-parent/India-subsidiary structure or a flip?

It depends on where your value and fundraising sit. A US-parent/India-subsidiary structure (the US company owns the Indian one) is common for startups raising in the US, while a 'flip' converts an existing India-parent structure into a US-parent one, usually ahead of a US raise. Each has different tax, FEMA/ODI, and diligence consequences, so we model both against your plans rather than defaulting to one.

What is a Delaware flip?

A Delaware flip is the process of restructuring so that a newly formed Delaware company becomes the parent of your existing (often Indian) operating company, with shareholders swapping their shares into the US parent. It's typically done before raising from US investors who expect to invest into a Delaware C-Corp. Flips have real tax and FEMA implications on the India side, so they need to be planned, not improvised.

How do I grant equity to employees in India?

Granting equity — usually stock options from a US option pool — to employees based in India involves both US securities/tax rules and Indian tax and FEMA considerations. The structure needs a properly sized option pool and a grant framework that works on both sides. We set this up as part of structuring so grants are clean and compliant from the start.

How does my ownership structure interact with FEMA and ODI?

When ownership or investment crosses the India-US border, India's FEMA framework and Overseas Direct Investment (ODI) rules govern how Indian residents can hold or fund a foreign entity. An ownership structure that ignores FEMA/ODI can create compliance problems later, so we align the structure with these rules and coordinate with our tax-structuring team.

When is the right time to set up or change my structure?

The cheapest time to get ownership right is at the start, before outside investors, employee grants, and intercompany flows are in place. Restructuring later — including flips — is possible but more expensive and tax-sensitive. If you're pre-raise or early, it's worth setting the structure deliberately now rather than unwinding it under deadline later.

What is an intercompany agreement and do I need one?

If your US and India entities transact — for example, the India entity provides engineering services to the US parent — you need an intercompany agreement documenting that relationship on arm's-length terms. It supports your transfer-pricing position and stands up in diligence and audits. We put these in place as part of structuring.

Will you coordinate ownership with my tax and compliance?

Yes. Ownership structuring only works if it lines up with your US tax filings and India-side FEMA/ODI and transfer pricing. The same team that designs the structure handles the tax structuring and compliance, so the cap table, the intercompany agreements, and the tax position are all consistent.

Talk to our US team

Let's structure your ownership to raise.

Tell us about your founders, your India side, and your fundraising plans. We'll recommend a structure, set up the cap table and equity, and document it for diligence.

A clean, documented cap table that survives investor diligence
US-parent vs flip modeled against your fundraising and tax goals
Founder vesting and an option pool set up the standard, fundable way
Intercompany agreements aligned with your transfer-pricing position
Ownership that satisfies both FEMA/ODI in India and the IRS in the US
Talk to our US team
Takes 30 seconds — we'll follow up within one business day.

We'll be in touch within one business day.