A US-based NRI or OCI holder can invest in an Indian company on a repatriation basis, treated as foreign direct investment with pricing and reporting rules, or on a non-repatriation basis, treated almost like domestic investment. We check the company, negotiate a shareholders agreement that protects you from abroad and make sure the company files its FEMA reports, so your money can come back to the US when you exit.
- Document route
- US notary, then apostille from the state Secretary of State
- Time difference
- IST is 9h30 (US Eastern, summer) to 13h30 (US Pacific, winter) ahead
- Law
- FEMA 1999 and NDI Rules 2019
- Routes
- Repatriable (Schedule 1) or non-repatriable (Schedule 4)
Legal Advisory for NRI Investors from the USA: how it works
The first conversation is about the purpose: a long-term family holding, a startup bet with an expected exit, or a business you may join when you return to India. That decides the route. We then run legal due diligence: the company's filings with the Ministry of Corporate Affairs, earlier allotments, charges, litigation and whether any previous foreign investment was reported. For startups, we review the cap table, ESOP pool and convertible notes. A short written report sets out the risks in plain English.
We negotiate the term sheet and shareholders agreement with protections suited to an investor in the US: board or observer rights with meetings by video, consent rights over new share issues and related-party deals, information rights and an exit mechanism. For repatriable investment, the money must come by wire from the US or from your NRE account, and the company files Form FC-GPR within 30 days. On the US side, a stake in a foreign corporation may trigger IRS reporting, which your US tax adviser handles.
What clients in the USA should know
- Owning 10 per cent or more of a foreign company can trigger Form 5471 obligations for US persons; plan the structure with your US tax adviser too.
- US-based investors commonly ask for arbitration seated in India with online hearings, which keeps enforcement simple while avoiding travel.
- Investment from your NRO account is possible only on a non-repatriation basis.
Step by step from the USA
Video consultation
A call at a time that suits the USA, after we have read your documents.
Documents signed in the USA
US notary, then apostille from the state Secretary of State
Work in India
Our team files, appears and follows up in India, and shares scans of everything filed.
Result and handover
Certified copies and originals are couriered to you in the USA where needed.
The full guide
This page covers what changes when you are in the USA. For the law, the documents and the step-by-step procedure, read our main page on Legal Advisory for NRI Investors, or see all services for clients in the USA and the Doing Business in India practice area.
Questions from clients in the USA
Can I invest in my brother's private company from the US?
Yes, on either route. Non-repatriation is simpler for family businesses; repatriation suits investments you expect to exit.
Can I sign the shareholders agreement electronically?
Usually yes. Some documents need stamping in India, which we arrange after you sign.
Will the US tax my dividends from India?
Yes. India deducts tax at source and the US gives credit under the treaty when you file your return.