Cross-border M&A advisory for founders: India, US and UAE

Cross-border M&A advisory for a company across India, the US and the UAE is one workstream that carries the deal from the letter of intent to closing: the triggers mapped before the LOI, diligence by jurisdiction, structure and consideration, the SPA, the filings in each country and the post-closing calendar. Infinilex runs it on the buy side or the sell side, and Infinilex counsel qualified in India, the US and the UAE sign each leg. Valuation, buyer search and the price stay with the founders and their bankers.

The deal sequence, from LOI to closing

Letter of intent and the trigger map. Before signing, the deal as drawn is tested against the CCI thresholds, the HSR size-of-transaction figure, the FEMA route for this buyer and any ADGM change-in-control approval. The CCI deal value test runs from execution of the agreement, so exclusivity, the price mechanism and the conditions are written knowing which approvals sit between signing and closing.
Legal due diligence by jurisdiction. India: the cap table, the FEMA filing behind every past foreign investment, pricing certificates, the IP chain, contracts, ESOPs, registers, litigation and tax. Delaware: the stock ledger, consents and material contracts. ADGM or DIFC: the register of shareholders, registry filings and licence conditions. What a buyer finds in a company that flipped late is in the Delaware flip from India.
Structure and consideration. Share deal, asset deal or merger; cash, a swap under rule 9A of the NDI Rules (inserted 16 August 2024, valued by a SEBI-registered merchant banker or an investment banker registered outside India) or a mix. Pricing across the resident line is tested against an arm’s length valuation, deferred consideration sits inside 25% of the price and 18 months, and where a foreign holding company is sold the indirect transfer test under section 9(10) of the Income-tax Act 2025 is run on its balance sheet.
The share purchase agreement. Warranties, indemnities and escrow inside the FEMA limits; conditions precedent listing every approval on the trigger map; the non-compete, which counts in full towards the CCI deal value; and the drag-along, tag-along and ROFR windows exercised or waived before the shares move, set out in the SHA exit-rights checklist. Where the buyer takes a stake rather than the whole company, the joint-venture term checklist is settled in the same document set.
Filings between signing and closing. The CCI notice, where due, after the agreement and before consummation; the HSR filing, where due, and its 30-day wait; the FSRA change-in-control application ahead of the acquisition. A Delaware merger takes each board’s resolution and a majority of the outstanding stock entitled to vote under DGCL section 251, with appraisal rights under section 262; a sale of substantially all assets takes the same majority under section 271 on at least 20 days’ notice.
Closing. Funds flow, the valuation certificate, tax deducted at source on any payment to a non-resident seller under section 393(2) of the Income-tax Act 2025 (formerly section 195), transfer forms, resolutions, register entries and, on a merger, the certificate of merger under DGCL section 103.
Post-closing. Form FC-TRS within 60 days through the AD bank, Form FC-GPR within 30 days where new equity is issued, the FLA return by 15 July, the ADGM registry filings, then the combined group’s intercompany agreements under cross-border structuring.

Regulatory triggers on a cross-border acquisition

Schedule A: the triggers tested at the LOI stage, as at 20 September 2026
Trigger	Applies when	What it requires	Clock, fee or penalty
CCI combination, Competition Act section 5	Deal value above INR 2,000 crore and substantial business operations in India (10% or more of global users for a digital service; otherwise 10% of global GMV or turnover and above INR 500 crore in India), or the asset and turnover thresholds revised 8 March 2024. Exempt: target assets not above INR 450 crore or turnover not above INR 1,250 crore in India	Notice after the agreement is executed and before consummation; deal value counts every consideration, undiscounted, including non-compete payments, earn-outs and call options	Prima facie opinion within 30 days of the notice; deemed approval at 150 days; fee INR 30 lakh (Form I) or INR 90 lakh (Form II); penalty up to 1% of turnover, assets or deal value, whichever is higher
FEMA: transfer between a resident and a non-resident	Any sale of Indian equity instruments across the resident line; a buyer from a country sharing a land border with India invests only under the Government route	Price not less than (resident seller) or not more than (non-resident seller) an arm’s length valuation certified by a chartered accountant, SEBI-registered merchant banker or practising cost accountant; Form FC-TRS by the resident party through its AD bank	60 days from the transfer or the funds movement, whichever is earlier; late submission fee INR 7,500 plus 0.025% of the amount per year of delay, capped at 100%, for three years
Income-tax Act 2025: payment to a non-resident seller, section 393(2) (formerly 195)	Any person pays a non-resident or foreign company a sum chargeable under the Act	Tax deducted at the rates in force; lower or nil deduction certificate under section 395(1) (formerly 197) on Form No. 128, or the payer’s application under section 395(2) (formerly 195(2)). Long-term capital gains under section 67 taxed at 12.5% under section 197(1)(b) (formerly 112)	Deducted at credit or payment, whichever is earlier
Income-tax Act 2025: indirect transfer, section 9(10) (formerly 9(1)(i) Explanations 5 to 7)	Shares of a foreign company are sold and, on the specified date, its Indian assets exceed INR 10 crore and are at least 50% of all its assets at fair market value	The foreign share is deemed situated in India; only income reasonably attributable to the Indian assets is taxed	Specified date: end of the preceding accounting period, or the transfer date where book value has moved by more than 15%
US: Hart-Scott-Rodino premerger notification	Transaction value above USD 133.9 million (from 17 February 2026); above USD 535.5 million the size-of-person test does not apply	Filing with the FTC and DOJ; no closing until the waiting period passes or early termination is granted	30-day waiting period; fee paid by the acquiring person: USD 35,000 below USD 189.6 million, USD 110,000 to under USD 586.9 million, rising by tier above
ADGM: change in control and registry filings	The target is an FSRA Authorised Person (Domestic Firm), or any ADGM company changes shareholders, beneficial owners above 25%, directors or secretary	FSRA prior approval on the Change in Control (CIC) form under GEN Rule 8.8, submitted in advance (a Branch notifies in writing); Transfer Shares form lodged with the Registration Authority	USD 100 transfer filing fee; director and secretary changes within 14 days, Level 1 (USD 1,500) or Level 2 (USD 2,000) fines for default

Sources, each read on 20 September 2026: Competition (Amendment) Act 2023; CCI (Combinations) Regulations 2024; MCA release, 8 March 2024; RBI Master Direction on Foreign Investment in India; NDI (Fourth Amendment) Rules 2024; RBI Circular No. 16 of 2022; RBI FLA FAQ; Income-tax Act 2025; FTC HSR program, thresholds and fees; Delaware Code Title 8 subchapter IX and section 271; ADGM FSRA CIC form and RA filings guidance. A map of what is tested, not a conclusion on any transaction; fees are the regulators’ own.

What cross-border M&A advisory covers

Buy-side, acquiring an Indian company from the US or the UAE. The sequence above, run for a Delaware corporation or an ADGM, DIFC or UAE free zone buyer, with the FEMA route and any land-border exposure settled before the LOI. Where the buyer is Indian-owned, the round-trip position is checked in round-tripping and the two-layer rule.
Sell-side, an Indian startup exit to a foreign buyer. Diligence run on yourself first: the FEMA filing history regularised through the AD bank, with the ODI regularisation checklist where founders hold foreign shares, the IP chain closed, the cap table cleaned and the withholding modelled so the number in the LOI is the number that arrives.
Legal due diligence by jurisdiction. Scoped by leg and written up as findings mapped to a remedy: condition precedent, indemnity, escrow inside the FEMA cap, or price.
Structure and consideration. The choices in step three, plus inbound and outbound mergers under the FEMA (Cross Border Merger) Regulations 2018, which carry deemed RBI approval when run under a scheme sanctioned under the Companies Act 2013.
Regulated and digital-asset targets. Where the target holds a licence, the regulator joins the timetable: an ADGM FSRA Authorised Person needs the FSRA’s prior approval before a change in control. On a US digital-asset target, as at 15 September 2026 the Senate cloture vote on the motion to proceed to H.R.3633, the Digital Asset Market Clarity Act, failed 49-50 (Record Vote 234) with a motion to reconsider entered; nothing is enacted and FinCEN guidance FIN-2019-G001 remains the operative money-transmission position. See crypto licence requirements by country and ADGM and DIFC crypto licensing.
Post-closing filings and integration. FC-TRS, FC-GPR and the FLA return in India, the ADGM registry filings, the Delaware certificate of merger, then intercompany agreements and transfer pricing for the combined group.

How a cross-border M&A engagement is staged

Fixed-scope stages, mapped on a free 30-minute discovery call with the founder. Each stands on its own: a seller can stop after the readiness review, a buyer after the trigger map.

Deal map. Schedule A run on the actual deal, including the SHA rights between signing and closing; the LOI marked up against it.
Diligence, or sell-side readiness. Scoped by jurisdiction, with the Infinilex counsel reading each register named in the scope note.
Documents and approvals. The SPA negotiated; the CCI, HSR, FSRA and Government route filings prepared and lodged by the signatory for each, with Infinilex holding the timetable.
Closing and the post-closing calendar. Funds flow, deductions, registers and the filings due after closing, then integration as a fixed project or on the fractional general counsel retainer.

The scope note, the project or retainer choice and how the cost is set before any commitment are on how engagements work.

Who signs what on a cross-border acquisition

Infinilex is a consultancy. The deal map, drafting, negotiation support and the timetable are our work, and Infinilex counsel qualified in India, the UAE and the US sign those legs: an advocate enrolled in India, a US-admitted lawyer, counsel qualified for ADGM or the DIFC, and Infinilex’s company secretary or chartered accountant where a statute names that professional. Statutory signatories stay as the statute names them: the resident party files Form FC-TRS through its AD bank, a chartered accountant or SEBI-registered merchant banker certifies the valuation, the acquirer gives the CCI notice and the acquiring person makes the HSR filing. For any other jurisdiction, Infinilex scopes the work, builds the fact record and briefs the local counsel who sign, named to you before they act.

Schedule B: deal workstreams and who signs
Workstream	Who signs or certifies	Infinilex’s role
SPA, Indian resolutions, transfer forms, CCI notice	Infinilex counsel enrolled as an advocate in India, or Infinilex’s company secretary; the CCI notice in the acquirer’s name	Drafting, negotiation support, deal value computation, timetable
FEMA valuation certificate; FC-TRS and FC-GPR	A chartered accountant or SEBI-registered merchant banker certifies the valuation; the resident party (FC-TRS) or the Indian company (FC-GPR) files through the AD bank	Pricing analysis, pack prepared by Infinilex’s company secretary or chartered accountant, calendar
Tax deducted at source; section 395 application	The payer deducts and deposits; the section 395 application is made by the payee or the payer and prepared by Infinilex’s chartered accountant	Withholding model, coordination with the other side
Delaware merger or SPA documents, stockholder consents, certificate of merger, HSR filing	Infinilex counsel admitted in the US; the HSR filing is made by the acquiring person	Threshold analysis, conditions precedent, coordination with the India and UAE legs
ADGM or DIFC transfer documents; FSRA change-in-control application	Infinilex counsel qualified for ADGM or the DIFC; the Transfer Shares form is lodged in the company’s name	Structure brief, coordination

Frequently asked questions

Who handles LOI to SPA to closing on a US-India acquisition?

One deal workstream, with a signatory for each leg. Infinilex runs the deal from the letter of intent to closing: the trigger map, legal due diligence by jurisdiction, structure and consideration, the share purchase agreement, the filings between signing and closing and the post-closing calendar. Infinilex counsel qualified in each jurisdiction sign their leg: an advocate enrolled in India, a US-admitted lawyer and counsel qualified for ADGM or the DIFC, with Infinilex's company secretary or chartered accountant where a statute names that professional. Valuation, buyer search and the price stay with the founders and their bankers.

Does the CCI have to approve the acquisition of an Indian startup?

Only where the deal is a combination under section 5 of the Competition Act. Since 10 September 2024 there are two routes in: the asset and turnover thresholds, and a deal value test where the transaction value exceeds INR 2,000 crore and the target has substantial business operations in India, which for a digital service can mean 10% or more of its global users being in India. A target with assets of not more than INR 450 crore or turnover of not more than INR 1,250 crore in India is exempt. Notice, where due, goes in after signing and before closing.

What does legal due diligence on an Indian startup cover for a US buyer?

The cap table and every past foreign investment behind it: whether each FC-GPR, FC-TRS and annual FLA return was filed on time, because a missed FC-GPR or FC-TRS carries a late submission fee of INR 7,500 plus 0.025% of the amount per year of delay and a missed FLA return a flat INR 7,500, regularised through the AD bank within three years of the due date. Then pricing certificates on earlier transfers, the IP chain including early contractors, material contracts, ESOP terms, statutory registers, litigation and tax. Each finding is mapped to a remedy: a condition to closing, an indemnity, escrow or price.

Can the price for an Indian company be paid in instalments or held in escrow?

Partly. Where a non-resident buys from or sells to a resident, the RBI Master Direction on Foreign Investment in India allows not more than 25% of the total consideration to be deferred, placed in escrow or covered by a seller indemnity, for not more than 18 months from the transfer agreement, and the total finally paid must meet the pricing guidelines. Earn-outs and holdbacks are drafted inside that limit. A buyer paying a non-resident seller also deducts tax at source under section 393(2) of the Income-tax Act 2025 (formerly section 195) unless a lower or nil deduction certificate is obtained under section 395.

What should an Indian startup fix before a sale to a foreign buyer?

Run the buyer's diligence on yourself first: regularise the FEMA filing history through the AD bank, close the IP chain, clean the cap table and settle the drag-along, tag-along and ROFR mechanics in the shareholders agreement so no investor can stall the deal. Then model the tax on the price: the withholding under section 393(2) of the Income-tax Act 2025 and, where a foreign holding company is being sold, the indirect transfer test under section 9(10). A seller who arrives with that file negotiates the SPA, not the conditions to closing.

Next step

Tell us about the deal as it stands.

Send the one-paragraph version: who is buying whom, where each entity sits, the rough size and how the price is meant to be paid. We will tell you which approvals sit between signing and closing and who signs on each leg, before you spend anything.

Book a discovery call All services

Cross-border M&A advisory for founders across India, the US and the UAE.