Siddarth Agarwal & Co.Company Secretaries

Startups & fund raising

From incorporation to your Series A, with clean records at every step

Investors check every allotment, approval and filing before they invest. We handle the company-law and FEMA side of building and funding a startup, so each round closes on time and the next due diligence is straightforward.

The funding journey

What needs to be in place at each stage, and where we help.

  1. 1

    Set up the company correctly

    Most funding problems start with how the company was set up.

    • Private limited company, which investors generally expect
    • Founders' agreement covering equity split, roles and vesting
    • Intellectual property assigned from founders to the company
    • DPIIT startup recognition, where eligible
  2. 2

    First money from founders, friends and angels

    Early cheques are small, but each one is an allotment with its own approvals and filings.

    • Choosing the instrument: equity shares, CCPS or a convertible note
    • Valuation report from a registered valuer
    • Private placement or preferential allotment process
  3. 3

    Seed and Series A rounds

    Institutional investors bring detailed agreements and conditions to closing.

    • Term sheet review and explanation of key terms
    • Shareholders' and subscription agreements
    • Articles amended to reflect investor rights
    • Allotment, return of allotment and demat credit within the time limits
  4. 4

    Share ownership with your team

    An ESOP pool is often a condition of the round.

    • Scheme drafting and shareholder approval
    • Grant letters, vesting schedules and the ESOP register
  5. 5

    Foreign investors

    Investment from outside India must meet pricing rules and be reported to the RBI on time.

    • Pricing and valuation for non-resident investors
    • FDI reporting on the RBI's FIRMS portal
    • Approvals where the sector or investor's country requires them
  6. 6

    Stay investor-ready

    Between rounds, keep records current so the next due diligence is quick.

    • Board meetings, minutes and annual filings
    • Statutory registers and cap table kept up to date
    • Review and clean-up of past records before the next round

Documents investors usually ask for

Having these ready, complete and consistent shortens due diligence by weeks.

  • Certificate of incorporation, MoA and AoA, with all amendments
  • Cap table with the history of every allotment and transfer
  • Return of allotment filings and resolutions for each round
  • Statutory registers and minutes of board and general meetings
  • Annual ROC filings for every year since incorporation
  • FEMA filings for any foreign investment received
  • ESOP scheme, approvals, grant letters and register
  • Founders' agreements and IP assignment deeds
  • Employment contracts of key staff
  • Key customer, vendor and lease agreements
  • GST and income-tax returns, and financial statements

Gaps that often surface in due diligence

Most can be fixed before an investor finds them, often at lower cost.

  • Shares allotted without a valuation report or the required resolution
  • Return of allotment or resolutions filed late, or not at all
  • Statutory registers not maintained or not matching the cap table
  • Foreign investment reported to the RBI after the due date
  • ESOPs granted without shareholder approval
  • Intellectual property still owned by a founder
  • Investor rights in the agreements but not in the articles

Due diligence & data room →

Have a question about your compliance?

Speak to us on WhatsApp or book a consultation. We usually reply the same working day.

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