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

The question it answers

  1. What documents and diligence do investors ask for at seed, and how do I get ready?

Read with it

  1. This is the exact list a founder gets handed once a term sheet lands, written by YC Continuity's general counsel after hundreds... Y Combinator Startup Library Article · ~10 min read Series A Diligence Checklist Jason Kwon (Y Combinator)
  2. Written by a VC for early-stage founders, it explains what light-touch seed diligence actually is: at seed the room skews... Airtree Ventures (Open Source VC) Article · 12 min read What to include in your startup's data room Airtree Ventures
eChai Partner Brands The partnership →