Article · 18 min read
Legal Due Diligence Checklist for Indian Startups: What Investors Actually Check
Treelife Free Intermediate India
This is the India-specific piece the global guides cannot give you: it names the exact ROC and MCA filings investors reconcile your cap table against (PAS-3 for every allotment, MGT-7 annual returns, MGT-14 for ESOP schemes) and the FEMA FC-GPR filings that trip up foreign-funded companies. It maps the five deal-blocking red flags Indian investors hunt for, so you can clean the paperwork before it becomes a Condition Precedent that delays your closing.
- Every share, CCPS, CCD, or SAFE allotment needs a PAS-3 filed with the MCA, investors reconcile your cap table against these filings and a mismatch is the most common deal-blocker
- Core IP must be legally assigned from each founder to the company, IP sitting in a founder's name is a top red flag
- An ESOP pool created by board resolution without the required special shareholder resolution is treated as unauthorized, document the scheme and grant letters cleanly before you raise