Cross-Border Advisory
The India-to-US flip.
Done without the landmines.
Cross-border restructuring is where most advisory firms reveal the limits of their expertise. We have structured dozens of India-to-US flips and we know exactly where the regulatory and tax risks sit — and how to avoid them.
What's included
Our cross-border advisory practice begins with a structural analysis — we evaluate your current entity setup, ownership, IP location, and existing investor agreements, then model the best path to your target structure. We identify tax leakage points, FEMA and RBI requirements, and any constraints imposed by existing investors or agreements.
We then project-manage the execution: coordinating with Indian legal counsel on regulatory filings, structuring intercompany agreements, documenting the share transfer or swap, and managing all post-flip compliance requirements on both sides of the transaction.
Post-flip, we establish the ongoing cross-border compliance framework — transfer pricing documentation, intercompany service agreements, and the annual reporting obligations that keep the structure clean for investors and regulators alike.
Who this is for
India-based founders raising US venture capital who need to flip their holding structure. Companies receiving inbound investment from US funds who want to optimize their structure before the investment closes. Founders who have already done a partial flip but have compliance gaps or structural issues that need cleaning up.
Also founders from the UAE, Singapore, and other jurisdictions who are restructuring for US expansion and need coordinated advisory across both sides of the transaction.
Frequently asked questions
A US flip refers to restructuring your company so that the holding entity is in the US (typically a US C-Corp (Delaware, Wyoming, or other states)) rather than in India or another home country. US VCs strongly prefer to invest in US entities — it simplifies their legal documents, avoids foreign jurisdiction complexities, and aligns with their LP agreements. If you are raising a significant US round, you will almost certainly be asked to flip. The question is how to do it correctly, efficiently, and in a way that minimizes tax leakage.
For Indian founders, the flip typically requires an Overseas Direct Investment (ODI) filing under FEMA, since the Indian entity or its shareholders will be acquiring shares in a foreign company. If the flip involves a share swap (Indian founders receiving US shares in exchange for their Indian shares), it may also require RBI approval or at minimum a valuation certificate from a SEBI-registered merchant banker. We coordinate with Indian legal counsel to ensure all regulatory requirements are met.
Yes, the most common structure for a US flip is a share swap — Indian founders transfer their shares in the Indian entity to the new US holding company in exchange for shares in the US entity. This structure avoids the need for cash to change hands, but it does have valuation and tax implications on both the US and Indian sides that must be carefully managed. We model multiple scenarios before recommending a structure.
In most cases, the Indian entity continues to operate as a subsidiary of the new US parent. It retains its existing contracts, employees, and bank accounts. The US parent holds the IP, brand, and most of the equity value. The Indian entity becomes a services or operating subsidiary, providing development or operational services to the US parent under an intercompany services agreement — which we also help structure and document.
A straightforward flip with no complications takes approximately 8–12 weeks from engagement to completion. More complex structures — particularly where there are existing external investors in the Indian entity, or where the Indian entity has significant assets or IP to transfer — can take longer. We provide a project timeline at the start of the engagement and manage it actively.
Book a free strategy call
30 minutes. We'll assess your current structure and outline the right path to a US flip.
Schedule a Call