Fundraising legal advisory: term sheet to closing, India, US and UAE

Fundraising legal advisory is the work between a term sheet and money you are allowed to use: term sheet review, diligence, the share subscription and shareholders agreement, allotment, and the filing after the fundraise, which is Form FC-GPR in India, Form D in the US and a return or notice of allotment in ADGM or the DIFC. Infinilex, a consultancy, runs the round, and Infinilex counsel qualified in each jurisdiction sign their leg: an advocate enrolled in India signs the Indian opinions, a US-admitted lawyer prepares the Form D and state notices, and counsel qualified for ADGM or the DIFC prepares the free-zone documents. The company and its directors sign the statutory forms, as the statute names them.

Instruments and filings by jurisdiction

Schedule A: the round by jurisdiction leg, as at 19 September 2026
What is tested	India: Indian private company	US: Delaware parent	UAE: ADGM or DIFC private company
Instruments	Equity shares, share warrants, and preference shares and debentures that are fully, compulsorily and mandatorily convertible (CCPS and CCDs); any other preference share or debenture is debt under FEMA. Section 55 of the Companies Act 2013 bars irredeemable preference shares	Stock issued on board authority under DGCL section 152; rights or options to acquire stock under section 157, which is where the conversion right in a SAFE or a convertible note sits	Shares and conversion or subscription rights, allotted on directors’ authority (ADGM sections 508 to 510). A DIFC private company cannot allot below nominal value
Who can be offered	Section 42 private placement: identified persons approved by the board, fifty persons or a higher prescribed number in a financial year (qualified institutional buyers and ESOP employees left out), no right of renunciation, no public advertising	Rule 506(b): unlimited accredited investors, no more than 35 non-accredited purchasers in any 90-calendar-day period, no general solicitation; unavailable to “bad actors” under Rule 506(d)	No offer of securities to the public (ADGM section 693; DIFC Article 42). A DIFC private company has no more than fifty shareholders
Price and existing holders	At or above fair value on an internationally accepted methodology, certified by a chartered accountant, a SEBI-registered merchant banker or a practising cost accountant, on a certificate not more than ninety days old; conversion formula fixed upfront	The board’s judgment on the value of the consideration is conclusive absent fraud; par-value shares not below par (section 153)	Statutory pre-emption (ADGM section 520; DIFC Article 40) unless the articles exclude it or a special resolution disapplies it
Filing after closing	Form PAS-3 within fifteen days of allotment; Form FC-GPR not later than thirty days from the date of issue; FLA return by 15 July each year	Form D on EDGAR no later than 15 calendar days after the first sale; state notice filings and fees under 15 U.S.C. 77r(c)(2)	ADGM: return of allotment within one month, unless a restricted scope company. DIFC: notice of allotment within thirty days
Convertible note	Start-up companies only: INR 25 lakh or more in a single tranche, convertible or repayable within ten years, Form CN within 30 days. See convertible notes for foreign investors	A debt instrument whose conversion right is a right to acquire stock under section 157	ADGM: conversion rights are granted on the same directors’ authority as an allotment

Sources, checked 19 September 2026: RBI Master Direction on Foreign Investment in India (updated to 15 June 2026), Master Direction on Reporting under FEMA (updated 24 June 2026) and FEMA 395/2019-RB; Companies Act 2013 section 42, as substituted by the Companies (Amendment) Act 2017, and sections 55 and 62 on India Code, with the 2014 allotment rules for Form PAS-3; SEC on Rule 506(b); 17 CFR 230.502, 230.503, 230.506; 15 U.S.C. 77r; DGCL Title 8; ADGM Companies Regulations 2020; DIFC Companies Law and Regulations 2018. A map of what gets tested, not a conclusion on any round.

What fundraising legal advisory covers

Term sheet review. Economics, control and exit rights, and whether the instrument fits the entity and the border: see SAFE vs CCD vs priced round and the fundraising instrument cheat sheet.
The receiving entity. Chosen before the instrument. If the parent is undecided, start with Delaware vs UAE vs India; if the round needs a new parent, cross-border structuring comes first.
Diligence readiness. We run the FEMA and FDI compliance checklist against the company’s history before the investor’s advisers do.
Subscription agreement, shareholders agreement and articles. Drag, tag, ROFR, reserved matters, the liquidation waterfall, board control and founder vesting, mapped as one system. The clause list is the SHA exit-rights checklist.
The Indian private placement. The board resolution and the special resolution under section 62(1)(c), the offer and application addressed to identified persons, money received through banking channels into a separate account, allotment within sixty days of receipt and Form PAS-3 within fifteen days of allotment. The company cannot use the money until both are done.
FEMA route, pricing and reporting. The automatic route covers most sectors; an investor from a country sharing a land border with India, or with a beneficial owner there, invests only under the Government route, as set out in FDI: automatic vs approval route. The work is sequenced so that the valuation certificate is not more than ninety days old on the date of investment and the FC-GPR goes in within thirty days of the issue.
The US leg. A raise at a Delaware parent under Rule 506(b): accredited status, which for an individual the SEC describes, as at 19 September 2026, as income over $200,000 ($300,000 with a spouse) in each of the two most recent years, net worth over $1 million excluding the primary residence, or certain professional credentials; no general solicitation; and the Form D.
The UAE leg. Directors’ authority to allot, pre-emption waivers, the rule against offering to the public and the allotment filing, in an ADGM (Abu Dhabi) or DIFC (Dubai) company.
Cap table and ESOP pool. The cap table modelled after every conversion, with the pool sized on the ESOP pool sizing worksheet.

Selling the company rather than a stake in it is a different engagement: see cross-border M&A advisory.

How a fundraising engagement is staged

Fixed-scope stages, mapped on a free 30-minute discovery call with the founder.

Term sheet. Review and negotiation support, with the instrument and the receiving entity confirmed before signature.
Diligence. The data room, the FEMA and secretarial history, and remediation.
Definitive documents. The share subscription agreement, the shareholders agreement and the amended articles.
Approvals and allotment. Resolutions, the valuation, receipt of funds and allotment inside the statutory window.
Filings. Form PAS-3 and Form FC-GPR in India, Form D and state notices in the US, the return or notice of allotment in ADGM or the DIFC, each prepared by Infinilex counsel qualified for that leg and signed by the company where the statute names it.
Registers and the annual tail. The register of members, share certificates and the FLA return, as a fixed project or on the fractional general counsel retainer.

The scope note, the project or retainer choice and who signs each filing are set out on how engagements work.

Who signs what on a fundraising round

If you searched for a term sheet review lawyer or a shareholders agreement lawyer for a startup in India: Infinilex is a consultancy. Running the round, negotiating terms, sequencing and coordination are our work. The opinion, the documents and the regulated filing on each leg are signed by Infinilex counsel qualified in that jurisdiction, named on the scope note: 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 the statute names that professional. Statutory signatories stay where the statute puts them: the company and its directors sign the Companies Act and FEMA forms, the valuer the statute names certifies the price, and the AD bank reports. This is how the legs are signed, not a statement of what any law reserves to whom.

Schedule B: term sheet review, shareholders agreement and filings, and who signs each
Workstream	Who signs or files	Infinilex’s role
Indian share subscription agreement, shareholders agreement and amended articles	Infinilex counsel enrolled as an advocate in India settles the documents	Commercial terms, clause mapping, coordination
Indian legal opinion, where the investor asks for one	Infinilex counsel enrolled as an advocate in India	Brief, facts and coordination
Private placement secretarial work, Form PAS-3 and the FC-GPR filing	The company and its directors sign and file; Infinilex’s company secretary certifies where the form names a practising professional	Resolutions, sequencing, filing calendar
FEMA valuation	A chartered accountant, a SEBI-registered merchant banker or a practising cost accountant	Inputs, timing against the ninety-day limit
Valuation for a section 62(1)(c) preferential allotment	A registered valuer	Coordination with the FEMA valuation
Delaware stock purchase agreement, charter amendment and investor rights documents	Infinilex counsel admitted in the US	Commercial terms, coordination with the India and UAE legs
Rule 506(b) conditions, Form D and state blue-sky notices	Infinilex counsel admitted in the US prepares; the issuer files the Form D on EDGAR	Coordination with the India and UAE legs
ADGM or DIFC subscription agreement, shareholders agreement, articles and allotment filing	Infinilex counsel qualified for ADGM or the DIFC prepares; the company delivers the allotment filing	Commercial terms, coordination

What a late FC-GPR or PAS-3 filing costs after the fundraise

Treat every foreign rupee as a filing, not just a wire. The RBI’s A.P. (DIR Series) Circular No. 16 of 30 September 2022 (as at 19 September 2026) sets the late submission fee for a delayed FC-GPR, FC-TRS or Form CN at INR 7,500 plus 0.025 percent of the amount involved for each year of delay, capped at 100 percent of that amount, and at a flat INR 7,500 for the FLA return; the facility is open for three years from the due date. What happens past that window is on FEMA, ODI and LRS compliance.

The Companies Act runs separately. A late return of allotment carries a penalty on the company, its promoters and directors of INR 1,000 for each day of default, up to INR 25 lakh, under section 42(9) (as at 19 September 2026). Money neither allotted within sixty days nor repaid within the next fifteen carries interest at 12 percent per annum under section 42(6).

Frequently asked questions

Who reviews a term sheet for an Indian startup raising from foreign investors?

Infinilex reviews the term sheet as a consultancy: the economics, the control terms, the exit rights and whether the instrument fits the entity receiving the money. For an Indian company taking foreign money, the FEMA position is checked before signature, because the instrument, the price and the reporting are all regulated. Where the round needs a legal opinion, Infinilex counsel enrolled as an advocate in India signs it, and a chartered accountant, a SEBI-registered merchant banker or a practising cost accountant certifies the FEMA valuation, as the rules name them.

Which filings follow the closing of a funding round in India, the US and the UAE?

In India, Form PAS-3 goes to the Registrar within fifteen days of allotment and Form FC-GPR not later than thirty days from the issue of equity instruments to a non-resident; the annual FLA return is due by 15 July. A Delaware parent raising under Rule 506(b) files Form D on EDGAR within 15 calendar days after the first sale, and states may require notice filings. An ADGM company, unless it is a restricted scope company, delivers a return of allotment within one month; a DIFC company files a notice of allotment within thirty days.

Can US investors put money straight into an Indian private company?

In most sectors the automatic route allows it, subject to who ultimately owns the investor. Foreign investment is permitted up to 100 percent under the automatic route in sectors not listed in Schedule I of the NDI Rules and not prohibited. An investor from a country sharing a land border with India, or with a beneficial owner there, invests only under the Government route. The investor receives equity instruments: equity shares, share warrants, or preference shares and debentures that are fully, compulsorily and mandatorily convertible. The price cannot be below a certified fair value, and the instruments are issued within sixty days of receipt.

How many investors can an Indian private company offer shares to in one round?

A private placement under section 42 of the Companies Act 2013 goes only to identified persons approved by the board, with no right of renunciation. Section 42(2) sets the ceiling at fifty persons in a financial year, or a higher number where one is prescribed, leaving out qualified institutional buyers and ESOP employees. No public advertisement or marketing channel may be used, the money comes through banking channels, and the company cannot use it until allotment is made and the return of allotment is filed. An offer that breaches the limit is deemed a public offer.

Who handles the shareholders agreement for a startup raising in India?

Infinilex, a consultancy, runs the shareholders agreement as part of the round. The commercial terms are negotiated alongside the share subscription agreement and the amended articles, so that drag-along, tag-along, reserved matters, the liquidation waterfall and founder vesting work as one system. Infinilex counsel enrolled as an advocate in India settles the Indian documents and signs any legal opinion the investor asks for. Where the company raising is an ADGM or DIFC company, Infinilex counsel qualified for that free zone prepares the subscription agreement, the shareholders agreement and the articles, so both legs run inside one team.

Next step

Send us the term sheet, or the round you are planning.

Tell us which entity is raising, where the investors sit, the instrument and the closing date. We will tell you which legs are live, the order of work and who signs each piece.

Book a discovery call All services

Fundraising legal advisory, from term sheet to closing.