About · Instructed from outside India

Instructed from outside India

The law is Indian. The person it governs is often not here. This page sets out the three kinds of question that reach the practice from outside India: capital coming in, a draft rule being settled, and a family whose property and proceedings are here while its members are not. It sets out the instruments each of them rests on. It is a description of subject matter, not an offer of engagement.

Capital coming into India

A business incorporated in the United States, the United Kingdom or a Gulf state that intends to manufacture in India, acquire an Indian company, lend to one or hold a stake in one meets the same sequence of questions in the same order: what vehicle, on what route, with what filings, and under what law if it goes wrong. The answers are set by a small number of instruments.

Getting in

Liaison, branch and project offices: A place of business established in India by a body corporate incorporated outside India is governed by the Foreign Exchange Management (Establishment in India of a Branch Office or a Liaison Office or a Project Office or any other place of business) Regulations, 2016, and by the Reserve Bank’s Master Direction on the subject. What each form may and may not do differs: a liaison office is confined to liaison and may not earn; a branch may carry on the activities permitted to it on the principal’s account; a project office exists for a contract already secured. Each carries its own eligibility conditions, and applications in certain sectors and from certain jurisdictions go to the Reserve Bank rather than to an authorised dealer bank.
A subsidiary, an LLP or a joint venture: An Indian company is incorporated under the Companies Act, 2013 through the Ministry of Corporate Affairs’ integrated incorporation form, which also carries name reservation, director identification, permanent account number and the employment registrations. A limited liability partnership is formed under the Limited Liability Partnership Act, 2008, and foreign investment in one is permitted only where the sector allows it on the automatic route without investment-linked performance conditions. A joint venture has no separate statute: it is a company or an LLP plus a shareholders’ or partnership agreement, and the sectoral position that applies to a wholly owned subsidiary applies to it in the same terms.
The investment route: Whether an investment may be made without prior approval, or needs the approval of the administrative ministry through the Foreign Investment Facilitation Portal, is set by the Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade and given legal effect by the Foreign Exchange Management (Non-debt Instruments) Rules, 2019. The Rules also govern the price at which capital instruments may be issued to or transferred by a person resident outside India, and the treatment of downstream investment by an Indian company that is itself foreign-owned or controlled.
Beneficial ownership in a land-border country: Press Note 3 of 2020 requires an investment to take the government route where the investor is an entity of a country sharing a land border with India, or where the beneficial owner of the investment is situated in or is a citizen of such a country. The test is beneficial ownership, not the place of incorporation of the immediate investor, and it reaches indirect transfers that shift beneficial ownership after the investment is made. The framework has been revisited since; the position applicable to a particular structure is confirmed against the notification in force on the date of the investment.

After the money is in

Reporting the investment: Allotment of capital instruments to a person resident outside India, and transfers between a resident and a non-resident, are reported to the Reserve Bank in the prescribed forms through the Single Master Form on the FIRMS portal, within the periods the Non-debt Instruments Rules prescribe. The annual return on foreign liabilities and assets is separate and continues for as long as the holding does.
Tax presence, transfer pricing and repatriation: Whether the foreign entity has a taxable presence in India turns on the permanent establishment article of the applicable double taxation avoidance agreement read with the domestic business-connection provisions, and transactions with associated enterprises abroad are subject to the transfer pricing provisions. The Income-tax Act, 2025 replaced the Income-tax Act, 1961 with effect from 1 April 2026; positions taken under the earlier Act are restated against the provisions of the Act now in force rather than carried across by assumption.
Indirect tax and employment: A non-resident taxable person is subject to registration under the Central Goods and Services Tax Act, 2017 without reference to the turnover threshold that applies to others, and follows the separate procedure prescribed for that category. On the employment side, the four labour codes and the central rules made under them have replaced the earlier statutes; the rules a particular establishment follows depend also on the State in which it operates, because each State notifies its own rules under each code.
Land, incentives and special regimes: Industrial land, approvals and incentives are largely State subjects, run through State industrial development corporations, State industrial policies and single-window authorities, each with its own eligibility and its own conditions of claw-back. Production-linked incentive schemes operate sector by sector under their own guidelines. Financial-sector activity may instead be structured through an International Financial Services Centre, where the International Financial Services Centres Authority is the single regulator in place of the sectoral regulators that would otherwise apply.

If it is disputed

Arbitration seated in India is governed by Part I of the Arbitration and Conciliation Act, 1996, and the recognition and enforcement of a foreign award by Part II of the same Act, which gives effect to the New York Convention and confines the grounds on which enforcement may be refused. An award that is enforceable is enforced as a decree.
Commercial disputes above the prescribed value go to the commercial courts and commercial divisions constituted under the Commercial Courts Act, 2015, which carries a pre-institution mediation requirement where no urgent interim relief is sought.
A lawyer qualified outside India may register with the Bar Council of India under the rules governing foreign lawyers and foreign law firms, and on registration may advise on foreign and international law and appear in international commercial arbitration seated in India. Practising Indian law, and appearing before an Indian court, tribunal or statutory authority, remain reserved to advocates enrolled under the Advocates Act, 1961. An investor advised abroad therefore instructs Indian counsel separately for the Indian limb, and the two sets of advice have to be made to meet.

The transaction itself is dealt with under transaction advisory, the shareholding and board questions under boardroom and corporate, the plant and the land under projects and land, and the workforce under employment.

Governments and regulators

A rule is easiest to argue with before it binds anyone. Once a notification issues, the argument is a challenge; while it is a draft, the argument is a submission. The work at that stage is the same legal work done earlier: read the draft against the parent statute, identify what it would change, and say so in writing through the channel the process itself provides.

Draft law and subordinate legislation: The Pre-Legislative Consultation Policy, 2014 provides for draft legislation and draft subordinate legislation that affects the public to be placed in the public domain for comment before it is finalised. Comments filed under it are a written legal argument about what a draft provision would do, supported by the text of the draft, the parent statute and the position the draft would displace.
Regulatory consultation: The Reserve Bank of India, the Securities and Exchange Board of India, the Insurance Regulatory and Development Authority of India and the Telecom Regulatory Authority of India each publish consultation papers and draft directions and invite comments before they issue. Applications to a regulatory sandbox, where the regulator operates one, are made under the framework that regulator has published.
Committees and authorities: Departmentally related standing committees of Parliament receive written memoranda and hear evidence on Bills referred to them. Representations to a ministry, a State government or a statutory authority on the operation of a rule are made in the name of the party making them, on instructions, and on the record.
What this work is, and is not: This is legal work: the reading of a draft instrument, the identification of what it would change, and a written submission made through the channel the instrument’s own process provides. India has no statute registering or licensing lobbyists, and the practice does not hold itself out as doing anything other than the practice of law under section 29 of the Advocates Act, 1961.

Changes already notified are tracked at what changed, and the monthly note sets out the working behind one of them.

Indians outside India

Property, succession, residence and family proceedings do not follow a person abroad. They stay where the asset and the marriage were registered, and they are governed by Indian statutes that take no account of the fact that the person they bind is half a world away. The recurring questions are these.

Property in India: A non-resident Indian or an overseas citizen of India may acquire immovable property in India other than agricultural land, a farmhouse or plantation property, under Schedule III to the Foreign Exchange Management (Non-debt Instruments) Rules, 2019; agricultural land, a farmhouse and plantation property may come by inheritance but not by purchase. Remittance of sale proceeds out of a non-resident ordinary account is subject to the annual limit the Reserve Bank prescribes and to the tax certification that accompanies a remittance.
Succession across two systems: Testamentary and intestate succession to property in India is governed by the Indian Succession Act, 1925 and, according to the religion of the deceased, by the Hindu Succession Act, 1956 or by Muslim personal law. Probate or letters of administration are required in the circumstances the Succession Act prescribes rather than in every case. A will made abroad and a will made in India can each defeat the other if they are not drawn to work together, and the question of which system governs which asset is settled while the testator is alive or not at all.
A power of attorney executed abroad: India is a party to the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, 1961, so a document executed in another contracting State carries an apostille issued by the competent authority there. A document from a State that is not a party is attested through the Indian mission instead. A power of attorney that is defective in execution, stamping or registration fails at the sub-registrar or in the witness box, not at the time it is signed.
Residence and its consequences: Residence for exchange-control purposes under the Foreign Exchange Management Act, 1999 and residence for tax purposes under the Income-tax Act, 2025 are separate tests with separate consequences, and a person may be resident for one and not the other. Days spent in India, the source of income and the terms of the applicable double taxation avoidance agreement each bear on the result.
Proceedings between family members: A judgment of a foreign court is conclusive in India only within section 13 of the Code of Civil Procedure, 1908. On a foreign decree of divorce, the governing authority is Y. Narasimha Rao v. Y. Venkata Lakshmi, (1991) 3 SCC 451, which holds that such a decree is recognised only where the forum and the ground are those of the law under which the parties married, or where the respondent voluntarily and effectively submitted to the jurisdiction or consented to the decree. A suit over property in India is filed where the property lies, subject to the Limitation Act, 1963.

How an instruction from outside India is taken

The practice advises on Indian law. Where a matter turns on the law of another country it is referred to counsel qualified there, and the advice states which part rests on that referral.
An instruction from outside India is scoped in writing in the same terms as any other, after the conflict check, and the engagement letter is the point at which an advocate-client relationship arises.
Written advice is drafted to be read without a follow-up call, because the reader is usually between an hour and a half and twelve and a half hours behind the advocate who wrote it.
Where the instructing party has its own counsel or in-house function abroad, the Indian advice is written to sit alongside theirs: the provision, the reasoning and the residual risk are stated, so that it can be read against advice given under another system of law.

The method in full is set out at how we work. Meetings at the offices in Bengaluru, Mumbai, New Delhi are arranged as described at offices.

Limits of this page

Nothing above is advice, and nothing above is a statement that any provision applies to a particular set of facts. Thresholds, caps, limits and commencement dates move; this page names instruments rather than numbers for that reason, and a position is confirmed against the instrument in force on the date it is relied on. Reading this page creates no advocate-client relationship.