Market Access & Strategic Structuring
Introduction
Entering the Indian market is less a question of incorporation than of permission. Foreign investment into most technology, media, and telecommunications sectors is conditioned — by entry routes and sectoral caps, by ownership and control tests, and by licensing requirements that determine what an entity may actually do once it exists. We advise foreign strategics, global platforms, and start-ups on foreign direct investment structuring, sectoral approvals, and the compliance architecture that market entry requires, both in India and in the jurisdictions into which our Indian clients expand. We work across e-commerce, digital media, gaming, fintech, NewSpace and satellite communications, and telecommunications, where the governing position is sector-specific and rarely apparent from the FDI policy alone.
Our Experience
We advise on the foreign investment framework that governs entry: the applicable sectoral cap and whether the automatic or government approval route applies, the conditions attaching to that route, and the ownership and control analysis that determines whether an entity is treated as Indian-owned and controlled. Our work covers the beneficial ownership tracing required under Press Note 3 for investment connected to land-bordering countries, indirect and downstream investment structures, pricing and valuation requirements under the Non-Debt Instruments Rules, and deferred consideration and escrow arrangements. We manage the reporting that follows, including FC-GPR, FC-TRS, and annual FLA filings, and we advise Indian clients on outbound structures under the Overseas Investment Rules — externalisation, and increasingly the reverse flip of holding structures back into India.
Sectoral regulation frequently dictates what the investment structure must look like. We advise on the marketplace and inventory distinction governing foreign investment in e-commerce and the conditions attaching to marketplace entities; on the approval route and shareholding ceiling applicable to digital media publishing news and current affairs, and on uplinking and downlinking permissions from the Ministry of Information and Broadcasting; on Reserve Bank of India authorisation for payment aggregators, prepaid payment instrument issuers, and non-banking financial companies, together with the digital lending and outsourcing directions that follow; on licensing under the Telecommunications Act, spectrum assignment through the WPC wing, and trusted-source requirements for network equipment; and on IN-SPACe authorisation, landing rights, and the distinct FDI positions applicable to satellite operations, the ground and user segments, and launch vehicles.
Entry decisions turn on more than the sectoral regulator. We advise on the choice between a wholly owned subsidiary, a limited liability partnership, and a liaison, branch, or project office, and on the activity restrictions each carries; on permanent establishment exposure, withholding, transfer pricing, and indirect tax, including OIDAR registration for foreign digital suppliers; on employment structuring and the statutory obligations that attach from the first hire; and on compliance under the Digital Personal Data Protection Act, including the notice and consent architecture required before a product is made available to users in India. For clients expanding out of India, we help determine where to hold and operate, taking account of incorporation requirements, taxation, treaty position, and operational efficiency, and we coordinate with local counsel in the relevant jurisdiction.
Our lawyers are frequently seconded into client teams during the entry period itself, when the volume of decisions is at its highest and internal capability is often not yet in place.
Select Mandates
-Advised a prominent GSO operator with first of its kind FDI approvals for the satellite/space sector in India.
-Advised a satellite based broadband operator with its FDI approvals.
-Advised an inflight and maritime connectivity service provider with its market entry considerations and partnerships with airlines and ground infrastructure operators; including advise on licensing norms.
- Advised a satellite connectivity reseller with its market entry and licensing considerations, including migration of its exisitng engagements with maritime connectivity customers.
-Advised a e-commerce platform with its business structure before kicking off their operators to account for the FDI restrictions
- Advised a global gaming start-up on structuring its India operations and on expansion into the United States and Brazil, covering licensing, regulatory approvals, and data privacy compliance under Indian and US law.
-Advised a fintech platform on obtaining Reserve Bank of India authorisation as a payment aggregator and on structuring its cross-border payment flows.
-Supported a digital media start-up in establishing operations in India, including founder agreements, intellectual property assignments, and investor subscription agreements.
-Structured the entry and licensing arrangements for a satellite services company launching ground station operations in India, including the foreign investment approvals required.
-Advised an e-commerce platform on corporate structuring, tax compliance, and regulatory filings for a pan-India launch, while safeguarding its intellectual property and commercial rights.