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Startup & MSME Compliance & Advisory Services in India – DPIIT Recognition, Udyam Registration, Section 80-IAC Tax Holiday, Funding (SAFE / CCPS / Convertible Notes), ESOPs, FEMA & the MSME 45-Day Payment Rule

Startups and MSMEs juggle growth and compliance at the same time — they navigate DPIIT recognition and the Startup India benefits, Udyam (MSME) registration and its protections, the Section 80-IAC three-year tax holiday, funding instruments such as SAFEs, compulsorily convertible preference shares, and convertible notes, ESOP design and taxation, FEMA rules on foreign funding, the Section 43B(h) 45-day MSME-payment rule, and a continuous calendar of ROC, GST, and income-tax filings. With angel tax abolished and MSME limits revised upward, the landscape is more founder-friendly than ever — but only for those who structure it correctly.

Our startup and MSME practice is built for founders who want to move fast without breaking compliance — incorporation and DPIIT recognition, Udyam registration and MSME benefits, Section 80-IAC and Section 54GB planning, fund-raising structuring (term sheets, SAFEs, CCPS, convertible notes, and cap-table design), ESOP pool creation and tax, FEMA and FC-GPR reporting for foreign investors, the 43B(h) 45-day payment regime, trademark and IP protection, founder and vesting agreements, and the full ROC, GST and income-tax compliance calendar. From a first SAFE to a priced round or an acquisition, we help you build clean, investor-ready foundations.

DPIIT
Startup Recognition
Udyam
MSME Registration
Sec 80-IAC
3-Year Tax Holiday
Sec 43B(h)
45-Day Payment Rule
Laws & Frameworks We Work Under
Startup India / DPIIT
Udyam (MSMED Act 2006)
Sec 80-IAC
Sec 54GB
Sec 43B(h)
Angel Tax (Abolished)
SAFE / CCPS / CN
ESOP (Sec 17 & 192(1C))
FEMA & FC-GPR
Companies Act 2013
GST
Trademarks Act 1999

Startup & MSME Engagements We Handle

Incorporation

Incorporation & DPIIT Recognition

Setting up the right entity and securing Startup India / DPIIT recognition to unlock tax, IP, and compliance benefits.

  • Company / LLP incorporation
  • Founders' agreement
  • DPIIT recognition
  • Startup India benefits
  • PAN, TAN & bank setup
  • Initial ROC filings
MSME

Udyam & MSME Benefits

Udyam registration and the protections that come with MSME status, including the statutory payment-period safeguard.

  • Udyam registration
  • Classification (micro / small / medium)
  • 43B(h) payment protection
  • MSME Samadhaan support
  • Subsidy / scheme eligibility
  • Priority-sector lending access
Funding

Fund-Raising & Cap Table

Structuring angel, seed, and venture rounds with the right instruments and a clean, investor-ready capitalisation table.

  • Term-sheet review
  • SAFE / convertible notes
  • CCPS / priced rounds
  • Cap-table & dilution modelling
  • Shareholders' agreement
  • Due-diligence readiness
ESOP

ESOP Design & Taxation

Creating an employee stock-option pool and managing the tax events for the company and employees, including the startup deferral.

  • ESOP pool & scheme design
  • Grant / vesting structuring
  • Perquisite tax (Sec 17)
  • Startup TDS deferral (192(1C))
  • Cap-table integration
  • Exercise & liquidity events
Tax

Startup Tax Incentives

Accessing the Section 80-IAC tax holiday and other founder-friendly provisions, and structuring to make the most of them.

  • Sec 80-IAC eligibility
  • 3-year tax holiday claim
  • Sec 54GB exemption
  • Carry-forward of losses (Sec 79)
  • Advance tax & tax audit
  • MAT / AMT planning
Foreign

Foreign Investment & FEMA

Bringing in overseas investors compliantly, with the right route, valuation, and reporting under FEMA.

  • FDI route & eligibility
  • Valuation & pricing norms
  • FC-GPR reporting
  • Convertible-instrument reporting
  • Downstream investment
  • ODI for overseas arms

Key Startup & MSME Concepts You Must Know

DPIIT

Startup Recognition

DPIIT recognition under Startup India is available to an eligible entity within a defined age and turnover limit working on innovation or scalability, and it unlocks tax, IP, and compliance benefits.

Eligibility Limits Benefit Gateway
Udyam

MSME Registration

MSME status is obtained through Udyam registration based on investment-in-plant and turnover limits, and brings payment protection, scheme access, and lending advantages.

Investment + Turnover Online Udyam
Sec 80-IAC

Three-Year Tax Holiday

A DPIIT-recognised startup that obtains an inter-ministerial-board certificate can claim a 100% deduction of profits for three consecutive years within the eligibility window in the section.

100% for 3 Years Board Certificate
Sec 43B(h)

45-Day Payment Rule

Payments to micro and small enterprises must be made within the period agreed (capped at 45 days), failing which the buyer is denied the expense deduction until actually paid.

Pay in 45 Days Else Disallowed
Angel Tax

Abolished

The so-called angel tax under Section 56(2)(viib) — which taxed share premium above fair value — has been abolished for all investors, removing a major friction in early-stage funding.

56(2)(viib) Gone Premium Relief
Instruments

SAFE / CCPS / CN

Early funding uses instruments like compulsorily convertible preference shares, convertible notes, and SAFE-style agreements — each with different Companies Act and FEMA treatment.

Convertible Capital Different Rules
ESOP

Option Taxation

ESOPs are taxed as a perquisite at exercise under Section 17 and again as capital gains on sale, with eligible startups allowed to defer the perquisite-tax withholding under Section 192(1C).

Tax at Exercise Startup Deferral
FEMA

Foreign Funding

Foreign investment must follow the entry route, sectoral caps, and pricing norms under FEMA, with reporting in FC-GPR and instrument-specific filings within the prescribed timelines.

Route + Pricing FC-GPR Filing

Our Startup & MSME Advisory Services

01

Incorporation & DPIIT Recognition

Entity selection, company or LLP incorporation, founders' agreement, DPIIT recognition, and the initial registration and ROC stack.

02

Udyam & MSME Advisory

Udyam registration, classification, 43B(h) payment protection, MSME Samadhaan support, and subsidy and lending-scheme eligibility.

03

Fund-Raising Structuring

Term-sheet review, SAFE / convertible-note / CCPS structuring, cap-table and dilution modelling, and shareholders' agreements.

04

ESOP Design & Taxation

ESOP pool and scheme design, grant and vesting structuring, perquisite tax, the Section 192(1C) deferral, and cap-table integration.

05

Startup Tax Incentives

Section 80-IAC eligibility and claim, Section 54GB, loss carry-forward under Section 79, tax audit, and advance-tax planning.

06

FEMA & Foreign Investment

FDI route and eligibility, valuation and pricing compliance, FC-GPR and convertible-instrument reporting, and downstream and ODI structuring.

07

Virtual CFO & Bookkeeping

Accounting setup, MIS and burn-rate reporting, budgeting, payroll, and investor-reporting packs for growing startups.

08

ROC & Secretarial Compliance

Annual ROC filings, board and shareholder processes, statutory registers, and event-based filings for funding and changes.

09

GST & Indirect Tax

Registration, returns, input-credit optimisation, e-invoicing, and advisory on place of supply for products and services.

10

Trademark & IP Protection

Trademark search and registration, the startup IP-fee benefits, copyright, and IP-assignment and licensing agreements.

11

Founder & Vesting Agreements

Founders' agreements, reverse-vesting, IP-assignment, non-compete, and role and equity-split documentation.

12

M&A, Diligence & Exit

Buy-side and sell-side due diligence, secondary sales, acqui-hires, and structuring for acquisitions and investor exits.

When a Startup or MSME Needs an Advisor

Incorporating the Company

Entity choice, founder equity split, vesting, and DPIIT recognition set at the start save expensive restructuring at the first funding round.

Raising a First Round

A term sheet, SAFE, or CCPS round needs the right instrument, valuation, and cap-table modelling to avoid dilution and compliance surprises.

Taking Foreign Investment

Overseas funding triggers FEMA entry-route, pricing, and FC-GPR reporting obligations that must be met within strict timelines.

Setting Up ESOPs

Creating an option pool and granting ESOPs involves scheme design and perquisite-tax planning, including the startup withholding deferral.

Claiming the Tax Holiday

The Section 80-IAC deduction needs DPIIT recognition and an inter-ministerial-board certificate, and the claim must be structured and timed correctly.

MSME Payment Issues

The Section 43B(h) 45-day rule affects both buyers (deduction risk) and MSME suppliers (faster payment and Samadhaan recourse).

Scaling Compliance

Crossing turnover, employee, or funding thresholds brings audit, GST, payroll, and ROC obligations that must scale with the business.

Preparing for Exit

An acquisition, secondary sale, or investor exit demands clean books, a tidy cap table, and due-diligence-ready documentation.

Documents Needed for a Startup or MSME Engagement

Corporate & Recognition

  • Certificate of Incorporation, MOA / AOA
  • Founders' & shareholders' agreements
  • DPIIT recognition certificate
  • Udyam registration
  • PAN, TAN & GST certificates
  • Cap table & share registers
  • Board & shareholder resolutions

Financial & Tax

  • Financials / management accounts
  • Income-tax returns & assessments
  • GST returns & reconciliations
  • Sec 80-IAC / board certificate
  • ESOP scheme & grant records
  • TDS & payroll records
  • Valuation reports

Funding & Legal

  • Term sheets & funding agreements
  • SAFE / CCPS / convertible-note deeds
  • FC-GPR & FEMA filings
  • Trademark / IP registrations
  • Customer & vendor contracts
  • Due-diligence data room
  • Statutory registers & minutes

Our Startup & MSME Advisory Process

1

Discovery & Setup

Understanding the business, founders, and plans, and setting up the entity, DPIIT / Udyam recognition, and core registrations.

2

Structuring & Recognition

Cap-table, ESOP, and tax-incentive structuring, and securing the benefits available under Startup India and the MSME framework.

3

Funding & Documentation

Term-sheet and instrument structuring, shareholders' and founder agreements, valuation, and FEMA / FC-GPR reporting for investors.

4

Compliance & Reporting

ROC, GST, income-tax, TDS, and payroll filings, virtual-CFO reporting, and the 43B(h) and ESOP compliance discipline.

5

Scale, Diligence & Exit

Scaling the compliance framework, maintaining a clean data room, and supporting due diligence for the next round or an exit.

Why Choose Us for Startups & MSMEs

✓
DPIIT & Udyam recognition
✓
Investor-ready cap tables
✓
Funding-instrument structuring
✓
ESOP design & tax
✓
Sec 80-IAC tax-holiday claims
✓
FEMA & FC-GPR compliance
✓
43B(h) MSME-payment advisory
✓
Virtual CFO & diligence support

FAQs on Startup & MSME Compliance in India

What is DPIIT recognition and why does it matter?
DPIIT recognition under the Startup India programme is granted to an eligible entity — a company or LLP within a defined age and annual-turnover limit that is working towards innovation, development, or scalability. Recognition is the gateway to startup benefits, including eligibility for the Section 80-IAC tax holiday, self-certification under certain labour and environmental laws, IP-fee concessions, and easier public-procurement norms. We assess eligibility and obtain the recognition as the first step in the startup journey.
Has angel tax been abolished?
Yes. The angel tax under Section 56(2)(viib), which taxed the premium a company received on issuing shares above their fair market value as income, has been abolished for all classes of investors. This removes a long-standing friction in early-stage fundraising, where valuation disputes with the tax department could turn investment into taxable income. Founders should still keep valuation support and proper documentation for funding rounds, and we help maintain a defensible record even in the post-abolition regime.
What is the Section 80-IAC tax holiday?
Section 80-IAC allows an eligible DPIIT-recognised startup to claim a 100% deduction of its profits for three consecutive financial years, chosen out of its first several years, provided it obtains a certificate from the inter-ministerial board and meets the conditions in the section, including being incorporated within the eligibility window. It is one of the most valuable startup incentives, but the claim must be planned because most early startups are loss-making in their first years. We assess eligibility, obtain the certificate, and time the claim for maximum benefit.
What instruments are used to raise early-stage funding?
Indian startups commonly raise funds through compulsorily convertible preference shares (CCPS) in priced rounds, convertible notes (available to recognised startups within prescribed limits), and SAFE-style agreements that convert in a future round. Each instrument has different treatment under the Companies Act and, for foreign investors, under FEMA — for example, convertible instruments must be compulsorily and fully convertible to qualify as FDI. We pick the right instrument, draft the documents, and model the impact on the cap table.
How are ESOPs taxed in India?
Employee stock options are taxed at two points. First, at exercise, the difference between the fair market value and the exercise price is taxed as a perquisite (salary income) under Section 17. Second, on sale of the shares, the gain over the value at exercise is taxed as a capital gain. Employees of eligible DPIIT-recognised startups can benefit from a deferral of the perquisite-tax withholding under Section 192(1C), easing the cash-flow burden at exercise. We design the ESOP scheme and manage the tax and withholding for the company and employees.
What is the Section 43B(h) 45-day MSME payment rule?
Section 43B(h) provides that any sum payable by a buyer to a micro or small enterprise is allowed as a deduction only in the year it is actually paid, unless it is paid within the time limit under the MSMED Act — which is the period agreed in writing, capped at 45 days (or 15 days where there is no agreement). In practice, a buyer who delays payment to a micro or small supplier beyond this period loses the expense deduction until payment is made. We help buyers track and manage exposure and help MSME suppliers use Udyam status and the Samadhaan mechanism for faster recovery.
What compliance does a foreign-funded startup have under FEMA?
A startup that takes foreign investment must ensure the investment fits the entry route and any sectoral cap, is priced in line with the FEMA pricing guidelines (generally not below fair value for the foreign investor), and is reported to the RBI in Form FC-GPR within the prescribed time after allotment, with instrument-specific filings for convertible notes and other instruments. If the startup invests abroad or makes downstream investments, further filings apply. Missing these timelines attracts late-submission fees, so we manage valuation, structuring, and the full reporting cycle.

Founder-Friendly. Investor-Ready. Compliance-Proof.

Partner with our startup and MSME experts for incorporation and DPIIT recognition, Udyam registration, fund-raising and ESOP structuring, Section 80-IAC tax planning, and FEMA compliance for FY 2026–27.

Talk to a Startup & MSME Expert