Within 24 hours of receiving investor payment, your board must pass a formal resolution approving share allotment. This includes: number of shares, issue price per share, rights attached to each share class, and any investment agreement terms. Get all directors to sign.

Different states impose different stamp duty on share issuances. Delhi/NCR: ₹100 per ₹1 lakh of issue value. Mumbai: similar. Karnataka: marginally higher. Engage a stamp duty consultant. Budget: ₹20,000–₹100,000 depending on state and valuation.

Companies Act 2013 mandates shares be allotted within 30 days of payment receipt — or the investment becomes a loan, creating legal chaos. Issue share certificates immediately to investors. Record allotment in your register of members (statutory requirement).

If not already done, execute a proper shareholders’ agreement covering: voting rights, board representation, anti-dilution, drag-along, tag-along, protective provisions, and information rights. Template cost: ₹5,000–₹15,000 via CS firm.

This form notifies the Registrar of Companies that shares have been allotted. Deadline: within 30 days of allotment. Required documents: board resolution, signed investment agreement, share certificates, investor identity proof. ROC approval typically takes 5–7 working days.

If this is your company’s first institutional investor, check if your M&A allows for multiple share classes. If not, amend the M&A through a board resolution + shareholder approval. This is rare but critical if you’ve been operating as a bare-bones startup.

Once ROC approves the INC-22A, download the acknowledgement from the MCA portal. Share this with investors as proof of official allotment. This becomes critical for their exit tax calculations later.

You’ll need: (1) signed share subscription/investment agreement, (2) board resolution approving the investment, (3) share certificates (allotment certificate), (4) investor KYC documents (passport/PAN/international address), (5) valuation report justifying the issue price (critical for DPIIT eligibility), (6) DPIIT recognition certificate (if recognized), (7) articles of association, (8) cap table showing shareholding pattern post-investment.

FIRMS = Foreign Investment in Real Estate Management System. Create a login at https://flt.rbi.org.in. Upload all documents. Form FC-GPR requires: investor PAN, investment amount in INR/USD, issue price per share, number of shares, and valuation methodology. Submission typically takes 2–4 hours online. RBI acknowledgement arrives via email within 24 hours.

Once RBI sends acknowledgement, share it with your bank. Banks track all FDI inflows against FC-GPR. If there’s a mismatch, future foreign remittances may be blocked. Validate the amount, investor name, and date on the acknowledgement to ensure accuracy.

Post-funding, your cap table is your most critical document. Every investor will demand proof that the shareholding pattern matches ROC filings. Create a master cap table showing: founder equity (with vesting schedules), employee ESOP pool (if any), investor equity, and pro-forma dilution. Get this certified by your CS firm.

If you’re offering employee stock options, your board must pass an ESOP scheme resolution before allotting any shares/options. The scheme must cover: pool size (typically 10-15% of post-funding capitalization), vesting schedule (typically 4-year cliff with 1-year cliff), exercise price, and participant agreement template. ESOP documentation errors are expensive to fix later.

Create a folder structure: (1) Cap Table, (2) Investment Docs, (3) Shareholder Agreements, (4) FEMA Filings, (5) ROC Filings, (6) Board Minutes, (7) ESOP Docs. Use Dropbox, Google Drive (password-protected), or Carta (cap table management tool). Do NOT store originals on public drives.

Investment agreements typically grant investors board representation. Notify ROC of director changes if an investor-nominee is appointed. For Singapore/US investors, they may also request observer rights (attend board meetings but don’t vote). Document all board seat assignments in writing.

Set up: (1) monthly board meeting schedule, (2) quarterly board pack templates (P&L, cap table, pipeline, key metrics), (3) board communication protocol (email distribution list), (4) reserved matters approval process (major expenses, hiring, M&A, related-party transactions). First board meeting ideally happens within 15 days of allotment.

If any director (founder or investor-nominee) hasn’t filed DIR-3 KYC in the past 3 years, file it immediately. Deadline: September 30 each year. Without current DIR-3 KYC, DINs become inactive, and the director can’t sign documents or attend board meetings. This blocks deal-making.

Your financial year likely ends March 31. In the post-March 31 filing window (April–July), you’ll file: (1) AOC-4 (annual financial statements with notes), (2) MGT-7 (annual return showing shareholding), (3) DPT-3 (deposits return, if applicable). These are due by the last day of June (or within 30 days of AGM, whichever is later).

FEMA requires all foreign-funded startups to file an annual FLA (Foreign Liability Annual) return by July 15 every year, showing all foreign investor holdings and any changes during the FY. Set a calendar reminder for June 1 to gather data from your cap table and file before July 15.