Insights

What we tell founders before they sign.

Every piece is dated, bylined and specific. No thought leadership, no landscape surveys. One mechanic per piece, explained before it costs you money.

The problems every Web3 and fintech founder runs into, and why where you build matters

A joint analysis with KGP Legal. Five decisions founders make too late, from which rulebook applies to how client assets are held, and how Singapore's framework approaches each one, including where it does not help.

MiCA CASP register by member state: who is authorised

ESMA's interim MiCA register at its 30 September 2026 update: 359 distinct authorised CASPs by home member state, the EU entities behind the large exchange brands, which services are authorised, growth by quarter, and the Article 110 list of non-compliant entities.

The VARA register explained: who holds which licence

Where the VARA public register sits, how to read a row, and who held which licence by activity on 6 October 2026. Why an In-Principle Approval is not a licence, who never appears on the register, and why a listing is not a clean record.

FEMA compliance for export of services: eFIRC and Softex

Softex was retired on 1 October 2026. The monthly Export Declaration Form, realisation within nine months, EDPMS closure, chargebacks as a Regulation 6 reduction, and what Stripe, a cross-border payment aggregator or a merchant of record changes for an Indian SaaS exporter.

Registering a US company from India: Stripe Atlas and FEMA

Atlas, Firstbase or Clerky will form the Delaware entity; none of them files Form FC, gets the UIN or prepares the APR. Who the investor should be, when round-tripping bites, what a US entity just for Stripe still owes, and the late-fee fix if you already used Atlas.

DAO legal wrappers for India-founded protocols

A Cayman foundation company holds governance and treasury, a BVI TokenCo issues the token, and the foundation owns the TokenCo so that no founder in India makes ODI under Schedule III. Then POEM under section 6(10) and the FIU-IND perimeter for a wrapper that does anything for users.

Our comment letter on the SEC’s proposed Regulation Crypto Assets

Filed 6 October 2026 from the vantage point of non-US founders whose tokens reach US persons: admit non-US entities to the fundraising exemption on conditions, coordinate the exemptions with Regulation S, adapt the legality opinion to the Staff Legal Bulletin No. 19 model, adopt Rule 400 with a no-admission provision, and allow reuse of MiCA and VARA disclosure with a reconciliation.

MPC, smart-contract and hardware-signer wallets: which key arrangements count as custody

Five key arrangements, from provider-held MPC shares to ERC-4337 session keys and hardware-signer SaaS, read against FinCEN's control test, MiCA's means of access, VARA's custody rules and FIU-IND's function test, with five facts that flip the verdict.

Your Dubai company is run from India: what POEM, UAE residency and QFZP substance decide

A Dubai company run from India is resident in India under section 6(10) of the Income-tax Act 2025. The three tests side by side, why a UAE TRC does not settle it, what replaced ESR, and the board hygiene that keeps POEM in Dubai.

The FIU-IND registered VDA service providers list, dated and categorised

All 54 entities registered with FIU-IND as on 9 March 2026, transcribed from the Lok Sabha annexure and split India versus offshore with the operational flags, plus every official count since 2023 and why no public register exists.

DPT-3 filing: the 30 June return that is about loans as much as deposits

What DPT-3 is under Rule 16, who must file it, the 30 June date for FY 2025-26 and FY 2026-27, how founder loans, CCDs and start-up convertible notes are reported as exempt deposits, and what a late return costs.

MiCA reverse solicitation after 1 July 2026: what a non-EU exchange can still do

ESMA's 23 June 2026 statement leaves non-EU exchanges one narrow Article 61 carve-out, per client and per product. What defeats it, what a client-initiated relationship still allows, the evidence file ESMA expects, and the eight-step exposure and wind-down review.

Round-tripping under FEMA: the two-layer rule and the Schedule III trap

Round-tripping is tested, not banned. Rule 19(3) of the OI Rules 2022 caps a round-trip structure at two layers of subsidiaries; Schedule III bars a controlling resident individual from holding a foreign entity that has one. Six founder structures graded, with the fix sequence.

ESOPs for Indian employees after the Delaware flip

How a Delaware parent mirrors Indian employees' options after the flip: Rule 701 and 409A at the parent, the 10% OPI line under the OI Directions, LRS funding at exercise, Form OPI by the Indian subsidiary, and when the perquisite is taxed.

What a Delaware flip from India costs and how long it takes

Official Delaware and RBI fees from the schedules in force, three dated third-party market ranges kept separate from any Infinilex fee, and the seven gating items that decide whether a flip closes in weeks or months.

The five intercompany agreements every flipped group needs, and how each jurisdiction prices them

After the Delaware flip, the parent and its Indian subsidiary need an IP assignment, a cost-plus services agreement, a licence back, and funding and ESOP recharge agreements, each priced at arm's length under Form 48 (formerly 3CEB), section 482 and the UAE Corporate Tax Law.

The crypto travel rule in India, the UAE, the EU and the US

Four regimes, four thresholds: none under FIU-IND, AED 3,500 under VARA, no de minimis in the EU with EUR 1,000 only for self-hosted ownership checks, USD 3,000 in the US, plus the self-hosted wallet duty and an India-to-Dubai implementation sequence.

The convertible note rules for a foreign investor in an Indian startup

The RBI Master Direction gives a convertible note ten years, not five, an INR 25 lakh tranche floor and a Form CN filing. How it compares with a CCD, a YC SAFE and the iSAFE, and how a Delaware-parent SAFE reaches the Indian subsidiary.

Crypto marketing rules compared: India, Dubai and the EU

ASCI's fixed VDA disclaimer and the CCPA's penalty in India, VARA's Marketing Regulations 2024 reaching anyone who targets the UAE, and MiCA's Article 7 and Article 66 standard, in one Schedule A table and a ten-item pre-launch checklist.

Moving to Dubai as an Indian founder: what changes on the day you leave

FEMA can make you non-resident on the day you leave while the Income-tax Act 2025 still counts your days, and a UAE certificate does not settle deemed residency. The account re-designation, LRS, ODI and TRC sequence, with every provision dated.

Reverse flip to India: the fast-track merger, the RBI position and the tax bill

Three routes back from Delaware or Singapore compared: the section 233 fast-track inbound merger under rule 25A(5), the share swap and the asset transfer, with the RBI deemed-approval question, the Income-tax Act 2025 amalgamation test and the US section 367 and 7874 exit.

Crypto custodian licence terms compared: capital, segregation, cold storage and insurance

VARA, ADGM's FSRA, the DFSA, MiCA and NYDFS set custody licence terms differently: capital from EUR 125,000 to a USD 1 million base, key controls instead of cold-storage ratios, and insurance mandatory only under VARA. India registers custodians; it does not license them.

The annual US filings a foreign-founded Delaware company owes

US compliance calendar for a Delaware company held from India or the UAE: franchise tax by 1 March, Form 1120 with Form 5472 by 15 April, why BOI no longer applies to Delaware-formed companies, and the RBI, Form 48 and UAE filings that mirror them.

Crypto tax in India for operators in 2026: the 1% TDS duty, the 30% charge and section 509 reporting

Who deducts the 1% VDA TDS under the Income-tax Act 2025, the deposit and statement calendar the department describes, the section 509 crypto-asset statement, and what the Act does and does not say about founder token allocations and offshore issuers.

What a utility token legal opinion has to show, and the features that break it

US federal securities law has no utility token category; MiCA and the DFSA define one, VARA does not. What the conclusion must survive under the SEC and CFTC release, MiCA Article 4(3) and 4(4), VARA, ADGM and the DIFC, and the features that break it.

Is my token a security? The US, EU, UAE and India tests side by side

One token can get four answers. Howey as the SEC applies it since March 2026, the EU's financial-instrument line before MiCA, VARA's categories alongside ADGM and the DIFC, and India's VDA rules, with one governance token run through every regime.

Crypto licence requirements by country in 2026

Ten activities against four regimes: FIU-IND registration in India, VARA activity licences in Dubai, MiCA CASP authorisation in the EU and FinCEN money transmission in the US, with the condition that keeps each out cell out.

VARA licence cost, capital and timeline in Dubai

Application, extension and annual supervision fees per activity from Schedule 2, paid-up capital and net liquid asset rules from the Company Rulebook, and the two-stage licensing process with no published duration.

DMCC vs ADGM vs IFZA vs mainland, from India

Four UAE seats compared for an Indian founder: who registers the company, the QFZP tax test, mainland access under Resolution 11 of 2025, and the RBI leg of ODI, Form FC and the annual APR.

Our response to the European Commission’s MiCA review consultation

Five positions from the firms trying to comply from outside: make the passport real in every member state, keep supervisory consistency over relocation, give the stranded cohort a lawful road back, preserve the proportionality that works, and answer the empty ART track.

Where should you issue a stablecoin? Six markets compared

The EU runs the only live, passportable issuance track (25 EMT issuers at ESMA’s 30 September 2026 update, zero ART). Hong Kong has issued its first licences, US GENIUS rules are still proposed, the UAE forks at the dirham, Singapore stays narrow, India has no lane. Approvable beats easiest.

Where should you incorporate? Answer these five questions first

Incorporation is the last question, not the first. Activity, token classification, audience, flow of money and control decide it, and the order you build the structure in decides what you can still fix later.

Launching a token from India: the legal sequence, and why the issuer usually sits in the UAE

India has no token-offering regime, and that is not permission. The launch order, the UAE issuer structure that actually works, and the India leg founders miss: the perimeter, the founder equity, the related-party file.

LRS vs ODI: how should an Indian founder hold shares in a foreign company?

LRS is the pipe; ODI is the character. When a founder’s foreign shareholding is overseas direct investment, the Form FC and APR trail it brings, and the three-year window for fixing missed filings before compounding.

Self-custody meets institutional control: where the legal line actually sits

A joint analysis with Reah. Six regulators, six different custody tests for the same multi-sig wallet: control in the US, access in the EU, function in India, substance in the UAE, facilitation in Singapore, and the user's claim in Canada.

MiCA vs VARA: where should your crypto business get licensed, the EU or Dubai?

The EU transitional period closed on 1 July 2026, and the register is now the market. One authorisation passports across 30 EEA countries; VARA reaches one emirate with retail depth. When each fits, and when you need both.

FIU-IND registration for crypto businesses in India: who must register, and what follows

FIU-IND registration is an AML registration under the PMLA, not a licence. Who the March 2023 notification catches, including offshore exchanges, what the process involves, and the obligations and tax that follow.

Stablecoin yield across jurisdictions: a regulatory and product lens

A joint analysis with Coinstancy. How India, the UAE, the EU, Singapore and the US each treat stablecoin savings products, and why the same build cannot travel unchanged.

Where should you incorporate your US startup? Delaware, Wyoming, California or New York

It is two questions, not one: where you incorporate (Delaware vs Wyoming) and where you operate (SF vs NYC), which taxes you regardless. Most venture-track founders land the same way.

VARA vs ADGM vs DIFC: where should your Web3 company get licensed in the UAE?

The UAE has three virtual-asset regimes, not one. VARA for the Dubai market, ADGM for token issuers and foundations, DIFC for institutional finance. What you build decides the door.

Pvt Ltd vs LLP vs C-corp: which entity should you start your company as?

The entity you start with is a bet on how you will raise money. Pvt Ltd for Indian equity, LLP for no raise, C-corp for US venture. Pick by the fundraise, not the filing fee.

SAFE vs CCD vs priced round: how should you raise your early money?

The instrument follows the entity and the border. A SAFE is a US tool, a CCD is the FEMA-friendly convertible for India, a priced round sets valuation now. Where you sit decides what is even available.

ESOP pool sizing: how big, and who really pays for the dilution?

Two things decide what a pool costs you: how big it is, and whether it is created pre-money or post-money. The option pool shuffle can move real ownership by several percent.

FDI into India: automatic route vs approval route, and how founders get caught

Most foreign money into India is automatic-route. Founders get caught by treating every cheque as automatic and missing the FC-GPR, the FLA and the pricing rules that follow.

The Delaware flip from India: the sequence that decides what it costs

The flip is a share swap with FEMA, RBI and tax consequences on both sides of it. Done early it is clean. Done late, during a raise, it holds up the wire.

Delaware vs UAE vs India: where should your holding company sit?

The decision is made by where your customers, investors and revenue actually sit. A seven-dimension comparison, with the traps.

Annexures Also published

The working checklists behind these pieces are published in full as founder resources: the Web3 legal-readiness checklist, the India compliance calendar for FY 2026-27, and the SHA exit-rights checklist.

Next step

Reading about a problem you are inside?

Tell us where the company, the investors and the team sit and what you are deciding. We will say which of these pieces applies and what the first step is.

Thirty minutes with Prashant Sharma, the founder, who does the work himself. You leave with next steps either way. Email is read by the founder and answered within one working day.