OUR CROSS-BORDER STRUCTURING SERVICES

Cross-Border Corporate Structures Involving India

Cross-border structuring involving India requires simultaneous command of the Companies Act 2013, the Foreign Exchange Management Act 1999, the applicable FDI sectoral policy, and — for India-UAE corridor transactions — the entity frameworks available in ADGM and the DIFC. These are not independent questions: a holding structure decision affects FDI route eligibility, FEMA reporting obligations, dividend repatriation, and the tax treatment of returns. ATB Legal’s dual India-UAE presence enables coordinated structuring advice across both jurisdictions simultaneously.

India Holding Companies and Special Purpose Vehicles

For foreign investors acquiring or establishing Indian operating companies, the holding structure determines the FDI route, the applicable sector cap, shareholding restrictions, and exit pathway. An intermediate holding company incorporated as a private limited company under the Companies Act 2013 is the most common vehicle for multi-entity Indian operations. Special Purpose Vehicles are used for project-specific investments — in infrastructure, real estate, and regulated sectors — where ring-fencing of assets and liabilities is commercially important. ATB Legal advises on the appropriate entity type, manages the incorporation process, and structures the holding arrangements to comply with applicable DPIIT FDI policy.

India-UAE Corridor: ADGM and DIFC Holding Structures

For GCC family offices, sovereign wealth funds, and institutional investors seeking to hold Indian investments through an internationally recognised framework, ADGM and the DIFC offer established holding platforms. An ADGM or DIFC entity holding shares in an Indian company is classified as a foreign direct investor and its investment is regulated under FEMA inbound investment rules. The structure requires genuine substance in the UAE holding entity, FEMA registration and reporting in India, and SEBI compliance where listed Indian securities are involved. ATB Legal structures and establishes ADGM and DIFC holding entities for inbound India investment, coordinates FEMA registration and reporting, and manages the ongoing compliance obligations of the holding structure in both jurisdictions.

Outbound Investment: Indian Companies Expanding Internationally

Indian companies investing outward — establishing operations in the UAE, GCC, or other international markets — must comply with the outbound investment framework under the Foreign Exchange Management Act 1999. The ODI framework prescribes the routes available, the automatic and approval thresholds, the permitted activities of the overseas entity, and the reporting obligations to the Reserve Bank of India. For Indian companies establishing UAE entities as part of a trading, distribution, or regional holding strategy, the ODI route selection and compliance framework must be established correctly from the outset — errors at this stage create compounding FEMA complications that are expensive to regularise. ATB Legal advises on ODI-compliant outbound structures, manages RBI filings, and coordinates UAE-side entity establishment from the same team.

Cross-Border Joint Ventures and Shareholders Agreements

Joint ventures between Indian and foreign parties require a joint venture agreement that reflects the specific cross-border context: the governing law of the JV agreement, the dispute resolution seat, the currency and repatriation arrangements, the FDI route applicable to the foreign party’s investment, and the FEMA compliance obligations that follow. Where the Indian JV partner is itself a subsidiary of a foreign group, the structure may also engage related-party transaction requirements under the Companies Act 2013 and SEBI regulations for listed entities. ATB Legal advises on cross-border JV structuring, drafts and negotiates shareholders agreements, joint venture agreement and manages the FEMA and regulatory compliance aspects of the investment.