Fractional general counsel retainer for India, UAE and US startups

A fractional general counsel for startups across India, the UAE and the US is an outside general counsel who owns the legal and compliance function for a group spanning those countries, on a monthly retainer rather than a payroll. Infinilex runs it as a consultancy: we keep the filing calendar, coordinate every filing, draft the contracts and answer counsel questions as they arise. An Indian company secretary or chartered accountant, US securities counsel or a CPA, and ADGM- or DIFC-registered counsel sign what only they can sign.

Four ways to staff the legal function

The rows describe generic operating models, not any named firm.

Schedule A: operating models for a startup’s legal and compliance function
Model	Scope	Single point of contact	Jurisdictions in one engagement	Who signs
In-house counsel	What one hire can cover, on payroll	Yes, the hire	Where the hire is qualified; the rest goes outside	The hire, within their qualification
Large multi-service firm	Broad, through separate service lines	An engagement lead	Many, through separate national practices	Its qualified members in each country
Single-country practice or local CA	Deep on one side of your border	Usually the partner you met	One	Its qualified professionals in that country
Fractional general counsel (this retainer)	The filing calendar, contracts and counsel on demand	Yes: the founder you meet does the work	India, the UAE and the US in one team	Indian company secretary or CA; US securities counsel or CPA; ADGM- or DIFC-registered counsel; Infinilex coordinates

The FAQ has the shorter version: how Infinilex is different from a Big 4 firm or a local CA.

What outsourced legal and compliance covers for a startup

Scope is keyed to the filings a foreign-owned Indian company, a UAE entity and a US parent have to make. Infinilex schedules and prepares each item; the professional the statute names signs.

The India statutory calendar, owned. Under the Companies Act 2013, the AGM falls within six months of year end, or nine months for the first AGM (section 96), adopted financial statements go to the Registrar within thirty days of it (section 137, Form AOC-4) and the annual return within sixty days (section 92, Form MGT-7 or MGT-7A). The first board meeting falls within thirty days of incorporation, then at least four a year with no more than 120 days between two (section 173), with small private companies and one person companies at least two. DPT-3 (30 June), the FLA return (15 July) and DIR-3 KYC (30 September) are the three most-missed dates on the FY 2026-27 calendar, and registers and minutes are kept current because diligence asks for them first.
FEMA reporting that foreign ownership triggers. Under RBI’s Master Direction on Reporting under FEMA (updated 24 June 2026), filings run through the Single Master Form on FIRMS: FC-GPR within thirty days of issuing equity instruments to a non-resident, FC-TRS within sixty days of a transfer, Form ESOP and Form DI within thirty days, and the annual FLA return by 15 July. Under the Foreign Investment Master Direction (updated 15 June 2026), equity not issued within sixty days of receiving the money is refunded within the next fifteen. A missed window becomes a compounding matter at the raise; the FEMA FDI compliance checklist is the standing reference.
Transfer pricing: Form 48 (formerly 3CEB). The Income-tax Act 2025 (Act 30 of 2025) is in force from 1 April 2026. Section 172 requires anyone with an international or specified domestic transaction in a tax year to obtain an accountant’s report, due one month before the return date under section 263(1). That report, Form 48 (formerly 3CEB), is signed by a practising chartered accountant; we brief the CA and prepare the intercompany paperwork.
DPDP readiness for the data the product already collects. The Digital Personal Data Protection Rules 2025 were notified on 13 November 2025 (G.S.R. 846(E)) under the DPDP Act 2023 (22 of 2023). The consent-manager rule commences on 13 November 2026; the notice, security-safeguard, breach-intimation and data-principal-rights rules on 13 May 2027, with detailed breach information to the Data Protection Board within seventy-two hours. The framework sits in the compliance, secretarial and tax line.
The UAE entity: corporate tax and beneficial owner. Under Federal Decree-Law 47 of 2022 a taxable person registers with the FTA, files its return within nine months of the end of the tax period and keeps records for seven years. An entity incorporated on or after 1 March 2024 registers within three months under FTA Decision 3 of 2024; the FTA’s registration page (updated 19 August 2026) states a late-registration penalty of AED 10,000. Under Cabinet Decision 109 of 2023 a beneficial owner holds 25% or more of capital or voting rights, directly or through a chain; the register is created within sixty days and changes are notified within fifteen days. Those rules apply to licensed legal persons across the UAE, including the commercial free zones, and exempt the financial free zones, so zone choice matters: DMCC vs ADGM vs IFZA from India.
The US parent, coordinated. Where a Delaware C-corp tops the group, or a flip is on the map, the retainer keeps the US counsel and CPA aligned with the Indian and UAE filings, so one transaction is reported consistently on every side. US securities counsel or a CPA signs; Infinilex coordinates. The structure itself is cross-border structuring.
Contracts and counsel on demand. Commercial, founder and investor agreements drafted, negotiated and managed as they come, without re-scoping every request; the contracts and intellectual property line covers the rest. Where a matter needs an Indian advocate, US securities counsel or ADGM- or DIFC-registered counsel, that professional is brought into the engagement explicitly.

Who signs what on the retainer

Most of this work is programme design, drafting and coordination. Where a statute names the signatory, that professional is brought into the engagement explicitly, so you always know who is responsible for each piece.

Schedule B: filings by jurisdiction and who signs them
Filing	Where	Who signs or certifies	Infinilex’s role
Annual return, MGT-7 or MGT-7A	India, Registrar of Companies	A director and the company secretary, or a company secretary in practice where there is none; certified by a company secretary in practice where the Rules require it (section 92)	Calendar and preparation
Financial statements, AOC-4	India, Registrar of Companies	The company, on statements adopted at the AGM, within thirty days (section 137)	Board process, minutes, filing coordination
Secretarial audit report	India, where section 204 applies	A company secretary in practice	Scoping
Form 48 (formerly 3CEB)	India, income tax	A chartered accountant holding a valid certificate of practice (section 515(3)(b), Income-tax Act 2025)	Intercompany documents
FC-GPR, FC-TRS, Form ESOP, Form DI, FLA	India, RBI via the AD bank on FIRMS	The Indian company, through its AD bank	Window tracking, KYC and valuation pack
DPDP notices, safeguards, breach intimation	India, Data Protection Board	The Data Fiduciary	Framework design and upkeep
Corporate tax registration and return	UAE, FTA on EmaraTax	The taxable person	Timelines and record-keeping
Beneficial-owner register and notifications	UAE, the licensing registrar (mainland and commercial free zones)	The legal person	Register upkeep, change tracking
US securities and tax filings	US	US securities counsel or a CPA	Alignment with the India and UAE legs

Where the retainer starts and stops

How a discovery call turns into a fixed-scope project or a monthly retainer is set out on how engagements work. What is specific to this retainer is the boundary: Infinilex owns the calendar, the drafting and the coordination, and the retainer does not replace the professionals the statutes name; it keeps them briefed, scheduled and working from the same facts. Where the EU is the target market the model holds: Infinilex quarterbacks, EU local counsel files.

What missing a date costs

These are statutory and regulator figures, not Infinilex fees. A late annual return attracts Rs 10,000 plus Rs 100 per day of continuing failure, capped at Rs 2,00,000 for the company and Rs 50,000 for an officer (section 92(5), Companies Act 2013). A missing Form 48 (formerly 3CEB) report may attract Rs 1,00,000 (section 447, Income-tax Act 2025). Late FEMA reporting carries a Late Submission Fee starting at INR 7,500, and RBI’s FLA FAQ (updated 1 July 2026) treats a return not filed by 15 July as a FEMA violation. None is large alone; the real cost is the clean file an investor asks for at the next raise.

Frequently asked questions

What does a fractional general counsel do for a startup across India, the UAE and the US?

A fractional general counsel owns your legal and compliance function without being on payroll: the filing calendar, contracts, board process, regulatory questions and the judgement calls in between. Infinilex runs that function for founders whose group spans India, the UAE and the US, so the Indian subsidiary, the UAE entity and the US parent are handled by one team that sees the whole structure rather than by advisers who each see one side of the border.

What is inside an outside general counsel retainer for a foreign-owned Indian company?

The recurring Companies Act calendar (AGM, AOC-4, MGT-7, board meetings and registers), the FEMA reporting that foreign ownership triggers (FC-GPR, FC-TRS, Form ESOP, Form DI and the FLA return by 15 July), the transfer-pricing report in Form 48 (formerly 3CEB) where there are international or specified domestic transactions, DPDP readiness, and contracts and counsel as they arise. Infinilex schedules, prepares and coordinates each filing, and the professional the statute names signs it.

Which professional signs each statutory filing on a retainer?

The professional the law requires. In India the annual return is signed by a director and the company secretary, and certified by a company secretary in practice where the Rules require it; a secretarial audit report comes from a company secretary in practice; the Form 48 (formerly 3CEB) report is signed by a practising chartered accountant. In the US, US securities counsel or a CPA signs. In the UAE the entity files on EmaraTax and with its registrar, with ADGM- or DIFC-registered counsel where a financial free zone is involved. Infinilex runs the calendar and coordinates.

Does a fractional general counsel retainer cover the UAE entity as well?

Yes. For a UAE entity Infinilex tracks corporate tax registration within three months of incorporation for an entity incorporated on or after 1 March 2024 under FTA Decision 3 of 2024, the corporate tax return due nine months after the end of the tax period, the seven-year record-keeping duty, and the beneficial-owner register and registrar filings under Cabinet Decision 109 of 2023, which apply to licensed legal persons across the UAE, including the commercial free zones, and exempt the financial free zones.

Can we start with a fixed-scope project before committing to a monthly retainer?

Yes. Infinilex scopes a defined project with its own plan before any retainer starts, and the monthly retainer is for companies that want compliance, contracts and counsel handled continuously without re-scoping every request. Which one fits is settled on the discovery call, and the mechanics are set out on the how engagements work page.

Next step

Tell us what the group looks like today.

Send the one-paragraph version: which entities exist, where the founders and investors sit, and what has and has not been filed. We will tell you what the calendar looks like, who signs what, and whether a project or a retainer fits, before you spend anything.

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Fractional general counsel for startups across India, the UAE and the US.