Pre-incorporation
Ideation & structure design
Entity selection, founder arrangements, intellectual property assignment review, preliminary tax and regulatory review, and assessment of the proposed business structure before incorporation.
01 / Advisory Practice
Startup Advisory for Founders and Emerging Businesses
From incorporation to early-stage compliance and funding-related documentation, the firm provides structured advisory support to startups and growth-stage businesses in relation to India’s regulatory, tax and governance framework.
The approach is based on applicable facts, records, statutory requirements and professional standards, with focus on documentation, compliance discipline and governance readiness.
WHY STRUCTURED STARTUP ADVISORY MATTERS
A Structured Foundation Supports Long-Term Compliance
Decisions taken during the early stage of a startup — including entity type, shareholding structure, founder arrangements, intellectual property ownership and tax registrations — may have long-term tax, regulatory and governance implications.
At Sandeep Singla & Associates, the startup advisory practice assists early stage and growth-stage founders with structured professional support in relation to incorporation, tax registrations, regulatory compliance, governance documentation, financial records and funding related documentation.
Our approach is based on applicable facts, records, statutory requirements and professional standards, with focus on documentation discipline, compliance readiness and governance clarity.
- Engagements reviewed by qualified Chartered Accountants, where applicable
- Formal engagement scope and documented advisory outputs
- Integrated review of tax, FEMA, secretarial and regulatory aspects, with legal counsel coordination where required
- Funding-related financial documentation and compliance record support
- Startup lifecycle advisory support for early-stage and growth-stage businesses
Entity Structuring
Incorporation Support
DPIIT Recognition
ESOP Advisory
Startup Advisory
Angel Tax Review
FEMA / FDI Review
MIS & Governance
Shareholder Agreement Review
8+
Service modules
Where we engage
The Startup Lifecycle
— Stage by Stage
The firm provides advisory support across key stages of a startup’s lifecycle, from pre-incorporation structuring to compliance, funding documentation, governance and transaction support.
Engagement governance: Governance: Each advisory engagement is based on a formal engagement letterdefining scope, deliverables, fees and professional obligations in accordance with applicable ICAI requirements. Advisory positions are documented, where required, based on the nature and scope of the engagement.
Months 1–3
Incorporation & early compliance
MCA registration, GST, PAN / TAN, DPIIT recognition application support, bank account coordination, statutory registers and first-year compliance calendar preparation.
Pre-raise
Funding Documentation Support
ESOP scheme advisory, angel tax review under Section 56(2)(viib), SAFE / CCD regulatory treatment, cap table review and funding-related financial documentation support.
Growth stage
Scaling & governance
Transfer pricing review, multi-state GST implications, ESOP vesting compliance, related party transaction governance, MIS design and payroll structuring support.
Series / exit
Series funding / M&A / exit
Financial due diligence support, FEMA compliance for foreign investors, FC-GPR filing support, acquisition-related tax review and data room preparation support.
Scope of services
Eight Startup Advisory
Service Modules
Each module is handled by qualified Chartered Accountants and professionals with documented scope, structured outputs and defined professional responsibility.
Module 01
Entity Structuring & Incorporation
The entity selected at the initial stage may affect funding options, tax treatment, ESOP eligibility, compliance requirements and future transaction planning. The firm assists founders in evaluating available structures with reference to applicable facts, business objectives, regulatory requirements and long-term governance considerations.
Entity Comparison Analysis
Private Limited Company, LLP, OPC and Section 8 company structure review, including tax, funding, ESOP, governance and exit-related considerations. Sector-specific regulatory considerations, FDI policy, RBI requirements and foreign co-founder / investor aspects are reviewed where applicable.
MCA Incorporation Support
Name reservation and availability review, SPICe+ incorporation support, MOA / AOA preparation support, director identification, DIN / DSC coordination, registered office documentation and first board resolution support.
Post-Incorporation Set-Up
PAN, TAN and bank account coordination support, GST registration support, initial compliance calendar preparation, statutory register support, first-year secretarial compliance coordination and Professional Tax / Shops & Establishments registration support, where applicable.
Founder & Co-Founder Arrangement Support
Review and documentation support for founder and co-founder arrangements, including vesting, intellectual property assignment, exit triggers, shareholders' agreement matters, reserved matters and related governance provisions, in coordination with legal counsel where required.
Module 02
DPIIT Recognition & Startup India Benefits
DPIIT recognition may enable eligible startups to access prescribed benefits under the Startup India framework, subject to applicable conditions, documentation and approval by the relevant authority.
The firm assists with eligibility review, Startup India portal application support, documentation preparation, Section 80-IAC exemption application support, valuation documentation review and post-recognition compliance matters, wherever applicable.
Eligibility Assessment & Application
Age, turnover, entity type and innovation-related eligibility review, along with Startup India portal application support and documentation preparation for DPIIT recognition.
Section 80-IAC Tax Exemption
Eligibility review and application support for Section 80-IAC tax exemption, including DPIIT recognition, prescribed declarations, IMB / CBDT-related application support and documentation review, where applicable.
Valuation & Funding Documentation Review
Review of valuation reports, share issue documentation and funding-related records, including legacy angel tax / Section 56(2)(viib) matters for earlier years, where relevant.
Government Schemes & Funding
Advisory support in relation to Startup India benefits, SIDBI / fund-of-funds related documentation, state-level startup schemes and MSME / Udyam registration, where applicable.
Module 03
ESOP Design & Administration
The firm assists with ESOP structuring, tax review, valuation coordination, documentation support and ongoing compliance review, based on applicable company law, tax and FEMA requirements.
Scheme Design — Companies Act Rule 12
ESOP scheme review under Section 62(1)(b) of the Companies Act, 2013 and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, including vesting schedule, cliff period, exercise price, employee eligibility, scheme documentation and secretarial compliance support.
Tax at Grant, Vesting, Exercise & Sale
Review of tax implications at grant, vesting, exercise and sale stages, including perquisite taxation under Section 17(2), valuation considerations, TDS obligations and capital gains treatment on subsequent transfer of shares.
FEMA Implications for Non-Resident Employees
Review of FEMA / NDI Rules implications for ESOPs issued to NRI, non-resident or foreign national employees, including pricing, reporting and documentation support, where applicable.
Ongoing Administration
Support for ESOP register maintenance, allotment entries, cap table updates, vesting and exercise records, financial statement disclosures and Board's Report disclosures, where applicable.
Modules 04 & 05
Funding Compliance & Early-Stage Financial Governance
Funding-related transactions require timely review of tax, FEMA, valuation, corporate law, accounting records and documentation requirements.
These modules support funding-related compliance, investor review preparation and organisation of financial records for due diligence purposes.
Module 04
Funding Compliance & Investor Review Support
Before and during a funding round, regulatory and financial records may require review from tax, FEMA, valuation and corporate law perspectives. Proper documentation can assist in addressing investor queries, compliance requirements and transaction timelines.
Valuation & Funding Documentation Review
Valuation report review, FMV documentation, share issue records, board and shareholder approval support, and funding-related documentation review, where applicable.
FDI / FEMA Compliance
Sector-specific FDI eligibility review, automatic route / government approval route analysis, FC-GPR filing support, FLA return support and FC-TRS support for secondary transfers, where applicable.
Investor Due Diligence Documentation Support
Financial data room preparation support, audited accounts, cap table records, tax returns, statutory filings, compliance gap review and funding-related working papers.
Convertible Instrument Advisory
Regulatory and tax review of convertible instruments such as SAFE, CCPS, CCD and other funding instruments, subject to applicable law, FEMA provisions and documentation requirements.
Module 05
Early-Stage Financial Governance
Investors, boards and management teams generally require timely financial visibility, properly maintained books of account and a monitored compliance calendar as the business scales.
MIS & Financial Governance
Chart of accounts design, accounting system set-up support, monthly MIS, profit and loss reporting, cash flow review, runway reporting and management / board reporting framework support.
Tax Registrations & Annual Compliance
GST return filing support, including GSTR-1, GSTR-3B, GSTR-9 and self-certified GSTR-9C reconciliation support, where applicable. TDS / TCS deposit and return filing support, income-tax computation and ITR-6 / ITR-5 filing support, as applicable.
Annual ROC / Secretarial Compliance
AOC-4, MGT-7 / MGT-7A, DIR-3 KYC, board meeting documentation, AGM compliance, statutory register support, DPT-3, PAS-3, SH-7 and other ROC filings, where applicable.
Knowledge & insights
Startup advisory perspectives
Regulation-grounded insights for founders — drafted with reference to current CBDT, MCA, and RBI provisions.
Entity structure
Startup advisory · 10 min read
Private Limited vs LLP: The definitive founder's guide for 2025
A comprehensive comparison covering taxation, funding compatibility, compliance burden, ESOP eligibility, and exit optionality — with specific reference to DPIIT and Angel Tax provisions.
Read more →Angel Tax
Tax advisory · 8 min read
Section 56(2)(viib) after the Finance Act 2023: what every startup must know now
The Finance Act 2023 extended Angel Tax to foreign investors, fundamentally changing the risk landscape. We examine the revised provisions, exemption conditions, and documentation requirements.
Read more →ESOP
ESOP taxation · 9 min read
ESOP taxation in India: perquisite tax, capital gains, and the 80-IAC deferral relief
A step-by-step guide to how ESOPs are taxed at grant, vesting, exercise, and sale — with special attention to the deferred tax benefit available to employees of DPIIT-recognised startups.
Read more →Legal drafting
Startup advisory · 12 min read
Shareholder Agreements for Indian Startups: Clauses That Protect Founders and Attract Investors
A poorly drafted Shareholder Agreement is a litigation waiting to happen. We examine anti-dilution rights, drag-along and tag-along clauses, right of first refusal, vesting schedules, and dispute resolution mechanisms that every startup should include before closing a funding round.
Read more →Our startup advisory approach
Professional Structure for
Startup Advisory
The firm follows structured professional processes for startup advisory engagements, with emphasis on scope definition, documentation, tax and regulatory review, and practical implementation support.
01
Reviewed by Qualified Professionals
Startup advisory engagements are reviewed by qualified Chartered Accountants and relevant professionals based on the nature, scope and complexity of the assignment.
The review process is guided by applicable professional standards, ethical requirements and documented working papers, wherever required.
02
Documented Engagement Scope
Engagements are generally supported by engagement letters defining scope, deliverables, timelines, professional fees and responsibilities.
Advisory outputs may include written notes, computations, checklists, working papers and documentation support, based on the agreed scope of work.
03
Coordinated Professional Support
Startup advisory may involve direct tax, GST, audit, FEMA, accounting, payroll, secretarial and commercial documentation aspects.
The firm assists in coordinating these areas within the agreed scope, with legal counsel coordination wherever required.
04
Funding-Related Documentation Support
The firm assists startups in organising financial records, statutory filings, cap table records, tax returns, valuation documents and compliance records for funding-related review and due diligence purposes.
05
Cross-Border and FEMA Advisory Support
The firm provides advisory support on FEMA, RBI / AD Bank requirements, DTAA matters, foreign co-founder issues, non-resident investors and foreign investment reporting, where applicable.
06
Regulatory Update Review
Relevant updates from CBDT, MCA, RBI, GST authorities and ICAI are considered while advising on applicable startup matters.
Advice is based on applicable law, facts, records and information available at the time of the engagement.
Integrated services