Businesses investing into India, Indian companies expanding internationally, and groups operating across the India-UAE corridor all face the same structural challenge: how to position entities across jurisdictions in a way that is commercially efficient, FEMA-compliant, and aligned with FDI policy administered by the Department for Promotion of Industry and Internal Trade (DPIIT). ATB Legal advises on cross-border corporate structures involving India — from inbound holding structures for GCC and European investors through to outbound structures for Indian companies expanding into the UAE and beyond.
A cross-border structure that is commercially driven but legally unconsidered accumulates risk with every transaction. The right structure is one that works on day one and holds up on the day it is challenged.
OUR CROSS-BORDER STRUCTURING SERVICES
Cross-Border Corporate Structures Involving India
Cross-border structuring involving India requires simultaneous command of the Companies Act 2013, the Foreign Exchange Management Act 1999, the applicable FDI sectoral policy, and — for India-UAE corridor transactions — the entity frameworks available in ADGM and the DIFC. These are not independent questions: a holding structure decision affects FDI route eligibility, FEMA reporting obligations, dividend repatriation, and the tax treatment of returns. ATB Legal’s dual India-UAE presence enables coordinated structuring advice across both jurisdictions simultaneously.
India Holding Companies and Special Purpose Vehicles
For foreign investors acquiring or establishing Indian operating companies, the holding structure determines the FDI route, the applicable sector cap, shareholding restrictions, and exit pathway. An intermediate holding company incorporated as a private limited company under the Companies Act 2013 is the most common vehicle for multi-entity Indian operations. Special Purpose Vehicles are used for project-specific investments — in infrastructure, real estate, and regulated sectors — where ring-fencing of assets and liabilities is commercially important. ATB Legal advises on the appropriate entity type, manages the incorporation process, and structures the holding arrangements to comply with applicable DPIIT FDI policy.
India-UAE Corridor: ADGM and DIFC Holding Structures
For GCC family offices, sovereign wealth funds, and institutional investors seeking to hold Indian investments through an internationally recognised framework, ADGM and the DIFC offer established holding platforms. An ADGM or DIFC entity holding shares in an Indian company is classified as a foreign direct investor and its investment is regulated under FEMA inbound investment rules. The structure requires genuine substance in the UAE holding entity, FEMA registration and
reporting in India, and SEBI compliance where listed Indian securities are involved. ATB Legal structures and establishes ADGM and DIFC holding entities for inbound India investment, coordinates FEMA registration and reporting, and manages the ongoing compliance obligations of the holding structure in both jurisdictions.
Outbound Investment: Indian Companies Expanding Internationally
Indian companies investing outward — establishing operations in the UAE, GCC, or other international markets — must comply with the outbound investment framework under the Foreign Exchange Management Act 1999. The ODI framework prescribes the routes available, the automatic and approval thresholds, the permitted activities of the overseas entity, and the reporting obligations to the Reserve Bank of India. For Indian companies establishing UAE entities as part of a trading, distribution, or regional holding strategy, the ODI route selection and compliance framework must be established correctly from the outset — errors at this stage create compounding FEMA complications that are expensive to regularise. ATB Legal advises on ODI-compliant outbound structures, manages RBI filings, and coordinates UAE-side entity establishment from the same team.
Cross-Border Joint Ventures and Shareholders Agreements
Joint ventures between Indian and foreign parties require a joint venture agreement that reflects the specific cross-border context: the governing law of the JV agreement, the dispute resolution seat, the currency and repatriation arrangements, the FDI route applicable to the foreign party’s investment, and the FEMA compliance obligations that follow. Where the Indian JV partner is itself a subsidiary of a foreign group, the structure may also engage related-party transaction requirements under the Companies Act 2013 and SEBI regulations for listed entities. ATB Legal advises on cross-border JV structuring, drafts and negotiates shareholders agreements, joint venture agreement and manages the FEMA and regulatory compliance aspects of the investment.
Frequently Asked Questions- Cross-Border Structures
What holding structure options are available for foreign investment into India?
The most common inbound structures are: a direct wholly owned subsidiary; an intermediate holding company in India; an ADGM or DIFC entity holding Indian shares as a foreign direct investor; or a direct shareholding by the foreign parent. The choice affects FDI route eligibility, sector cap compliance, dividend repatriation, and exit mechanics — and depends on the investor’s domicile, the sector, and the intended exit pathway.
Can a UAE or GCC investor hold Indian shares through an ADGM or DIFC entity?
Yes. An ADGM or DIFC entity holding shares in an Indian company is treated as a foreign direct investor and its investment is subject to FEMA inbound investment rules. The structure requires genuine substance in the UAE holding entity, FEMA registration and reporting in India, and SEBI compliance where listed securities are involved.
What is the FDI automatic route and when does approval route apply?
Under the automatic route, a foreign investor can invest in India without prior government approval in sectors where no cap or a 100% cap applies. The approval route applies in sensitive sectors — defence, media, insurance — where FDI is permitted subject to prior ministerial or DPIIT approval. The applicable route and any sector cap must be verified against current DPIIT consolidated FDI policy.
Our Team of
Lawyers and Experts
Representative Experience
GCC Family Office — ADGM Holding Structure for India Investment
Advised a GCC-based family office on establishing an ADGM holding entity for its portfolio of Indian private equity investments. The mandate covered ADGM entity incorporation and substance requirements, FEMA inbound investment registration, structuring of the SHA between the ADGM holdco and the Indian operating company management team, and the ongoing FEMA and ADGM reporting framework.
Indian Technology Company — UAE Entity for International Expansion
Advised an Indian technology company on establishing a UAE entity as part of its international expansion strategy. The mandate covered ODI route analysis and RBI filing under FEMA, UAE entity selection between ADGM, DIFC, and mainland options, intercompany service agreement structuring, and the FEMA repatriation framework for income flows between the UAE entity and the Indian parent.
Cross-Border Joint Venture — India-Europe Manufacturing Consortium
Advised on structuring a cross-border joint venture between an Indian manufacturer and a European industrial group for a manufacturing facility in India. The mandate covered FDI route analysis for the European investor, SHA negotiation covering board composition, reserved matters, profit distribution and exit, FEMA compliance for the inbound investment, and coordination of the European-law framework agreement with the India-law SHA.