From Day-1 incorporation to ESOP planning to your first institutional round — we build the financial and governance foundation that makes your future cap table cleaner, your tax bill lower, and your due diligence faster.
You're about to incorporate. Your lawyer suggested LLP. Your friend said Pvt Ltd. You don't know what's right — and the wrong choice costs lakhs to fix later.
You're growing on revenue, no investors yet. You've crossed compliance thresholds. Your current setup is starting to bite — tax, audit, GST, payroll all need a structure now.
Term sheet on the way. SAFE, CCPS, priced equity? FC-GPR? Section 56(2)(viib)? You need diligence-ready books and a CA who has been through this 10 times before.
First 5 hires want ESOPs. You don't have a plan, a trust, a valuation, or a pool. We build the whole stack — Rule 11UA valuation, ESOP scheme, pool sizing, vesting design.
This single decision determines your tax bracket, your fundraising options, your governance complexity, and your exit flexibility. Get it wrong and the fix involves entity conversion, tax events, and investor confusion. Most founders pick based on their lawyer's first suggestion. We pick based on your business plan over the next 5 years.
| Parameter | Sole Proprietorship | OPC | LLP | Pvt Ltd |
|---|---|---|---|---|
| Tax bracket | Slab — up to 39% with surcharge | 22-25% under 115BAA | 30% flat + AMT | 22% under 115BAA (cleanest) |
| Audit threshold | ₹1 Cr (Section 44AB) | Mandatory — Companies Act | ₹40 L turnover or ₹25 L contribution | Mandatory — every year |
| Annual filings | ITR only | ITR + AOC-4 + MGT-7 + DIR-3 KYC | ITR + Form 8 + Form 11 | ITR + AOC-4 + MGT-7 + DIR-3 KYC + Board meetings |
| Fundraising — equity | Not possible | Not allowed (single-member) | No priced equity rounds | SAFE, CCPS, CCDs, equity — all allowed |
| ESOP eligibility | Not applicable | Structurally limited | Not standard practice | Full ESOP plan + Trust + Rule 11UA valuation |
| Governance complexity | None | Single-member, light | Partnership-style, designated partners | Board, MoA, AoA, statutory registers |
| Personal liability | Unlimited — your personal assets exposed | Limited to share capital | Limited to capital contribution | Limited — assets fully protected |
| Exit / transfer flexibility | Sole asset transfer only | Convertible, but limited | LLP-to-PvtLtd conversion = tax events | Direct share sale, partial exits possible |
LLP that needed to raise priced equity. Two-founder LLP raised ₹2 Cr from a VC at Series Seed. LLPs cannot issue priced equity to investors. Forced conversion to Pvt Ltd triggered tax events for both partners + 6-month closing delay while term sheet sat open.
Cost: ₹8 L + lost momentumSole Prop with personal liability exposure. Solo founder hit ₹40 L revenue, hired 4 people, took a client deposit. Client dispute = founder's personal house at legal risk. Conversion to Pvt Ltd under pressure = 6 months and meaningful legal/tax cost.
Cost: ₹4 L + sleepless monthsOPC that wanted to issue ESOPs. OPC founder grew to 6 employees and wanted to issue ESOP. OPC's single-member structure makes ESOP structurally impossible. Re-incorporation as Pvt Ltd was the only path — and the founder lost their first 2 hires waiting for it.
Cost: 4 months + hires lostIf your decision doesn't fit cleanly into one of these — that is exactly the conversation we have on a discovery call. Book one here →
From incorporation through your first institutional round, we are the CA on every cap table line item.
Map your 24-month plan: revenue, hires, fundraising timeline. We recommend the entity, structure, and compliance calendar — before you spend a rupee.
DSC, DIN, MoA/AoA, CoI in 7-10 working days. Followed by GST, TAN, PAN, bank account, accounting setup.
Junior CA handles bookkeeping, GST, TDS, payroll. Senior CA reviews quarterly. You see your numbers monthly without chasing anyone.
Term sheet? ESOP grant? New hire? FEMA inflow? — fast-turn support within 48 hours, no separate engagement letter required.
Not occasional. Not as a side practice. Founder work is what we do every working day — DSC issues, MCA portal quirks, name reservation rejections, Form INC-22 corrections — we have seen every edge case.
Indian SAFE. CCPS with conversion mechanics. OCRPS with put/call options. We have implemented all three. Your lawyer drafts the agreement. We make sure the cap table, FC-GPR, and 56(2)(viib) work after.
Rule 11UA valuation. Trust vs Direct route. Vesting cliff design. Exercise mechanics. Tax for ISO holders abroad. We do not Google this — we have a template and a track record.
Incorporation: fixed fee. Retainership: clear monthly slabs by team size and turnover. No "hourly billing" surprise on routine work. No charge for 10-minute clarifications. Your runway matters.
You are not handed off to a different junior every quarter. The CA who took your Day-1 call is the CA on your Series A diligence call three years later. Continuity is the moat.
Our books are kept in a format VCs and acquirers expect — not patched together when the term sheet arrives. Diligence cleanup time on our retainer clients: typically 2 weeks. On panic-engagement clients: 8-12 weeks.
Two co-founders came to us pre-incorporation. They had spoken to a lawyer who suggested LLP for "low compliance." Their 24-month plan included: scaling to ₹3 Cr ARR, hiring 5 engineers with ESOPs, and raising a ₹4 Cr seed round.
We spent 90 minutes mapping the plan against the four entity options. The LLP recommendation collapsed under three constraints: no priced equity (kills the seed), no clean ESOP structure (kills the hires), and 30% tax + AMT (kills the runway). We recommended Pvt Ltd from Day 1, with 22% under 115BAA.
They incorporated. We set up bookkeeping, ESOP plan with Rule 11UA valuation, and DPIIT recognition. 14 months later, they closed a ₹4.2 Cr seed round in 11 working days of diligence — no entity conversion, no tax events, no investor pushback on cap table.
It depends on three things: do you plan to raise external capital in the next 24 months, do you plan to issue ESOPs, and what is your projected revenue. If any of the first two are "yes" — Pvt Ltd. If neither, and you want lowest compliance — LLP. OPC suits solo consultants. Sole Prop only when forced by legacy reasons. We map this in a 60-minute discovery call.
Government fees, stamp duty, DSC, name reservation, and CoI total roughly ₹15,000–₹25,000 depending on authorised capital. Professional fees are quoted separately and depend on scope (just incorporation vs incorporation + setup + first year compliance). We share a fixed-fee quote after the discovery call.
From document collection to Certificate of Incorporation — typically 7 to 10 working days, assuming no name conflicts. DSC is same-day. DIN allotment, name approval (RUN), and SPICe+ filing run in parallel. Bank account and GST registration follow within another 5-7 days.
DPIIT (Department for Promotion of Industry and Internal Trade) recognition formally classifies your entity as a "Startup" for purposes of tax exemptions, government schemes, and easier compliance. If you intend to claim 80-IAC tax holiday, Section 56(2)(viib) angel tax exemption, or apply for government tenders / Startup India schemes — yes, you need it. Eligibility: incorporated less than 10 years, turnover under ₹100 Cr, working on innovation / scalable model.
Section 80-IAC allows eligible startups to claim 100% deduction of profits for any 3 consecutive years out of the first 10 years from incorporation. You must hold DPIIT recognition and meet specific conditions on innovation, employment generation, and entity type (Pvt Ltd or LLP). Approval is granted by an Inter-Ministerial Board after a detailed application. Approval rates are not high — application quality matters.
ESOPs in India are taxed at two points: (1) at exercise — the difference between exercise price and Fair Market Value (FMV) is taxed as salary perquisite, and (2) at sale — capital gains on the difference between sale price and FMV at exercise. Eligible startups (DPIIT-recognised, under Section 80-IAC eligibility) get deferred tax at exercise — payable later. Setup involves Board approval, shareholder approval (Special Resolution), Rule 11UA valuation, and ESOP scheme document. We handle the full stack.
Section 56(2)(viib) treats the excess of issue price over Fair Market Value of shares (when issued to a resident) as taxable income for the company. To avoid it: maintain a defensible Rule 11UA valuation, file Form 2 with DPIIT for exemption (available to recognised startups), and document the valuation methodology. Most "angel tax notices" come from a missing or weak valuation report. We do this preemptively, not reactively.
Technically yes — under Section 366 of Companies Act 2013, an LLP can be converted to a Pvt Ltd. Practically, it triggers tax events for the LLP partners (capital gains on transfer of LLP interest), a 6+ month MCA process, change in PAN/GST/bank/contracts/cap table. Investor due diligence usually flags this as a complication. The cost of getting it right on Day 1 is a fraction of the cost of conversion later.
Every Pvt Ltd company must appoint a Statutory Auditor at the first Board meeting (within 30 days of incorporation), and the appointment is ratified at the first AGM. Auditor signs the financials each year. This is mandatory regardless of revenue or activity.
CCPS (Compulsorily Convertible Preference Shares) — preference shares that must convert to equity at a defined trigger. Standard instrument for Indian VC rounds. SAFE (Simple Agreement for Future Equity) — a deferred equity instrument popular in early rounds; the Indian variant is structured carefully under FEMA. OCRPS (Optionally Convertible Redeemable Preference Shares) — converts to equity at investor option, with a redemption fallback. Each has different cap table, FEMA, and tax implications. We structure them on the books correctly so the next round doesn't hit roadblocks.
FC-GPR — filed within 30 days of receiving foreign equity inflow, reports the share allotment to RBI via the FIRMS portal. FC-TRS — filed when shares are transferred between resident and non-resident (e.g., founder selling shares to foreign VC in secondary). Both are mandatory under FEMA. Late filings attract compounding penalty. We file these as part of round-closing — not as an afterthought.
Yes — from the first year. AOC-4 (financials) and MGT-7 (annual return) are due within 30 days and 60 days of AGM respectively. DIR-3 KYC for every director, every year. Board meetings minimum 4 per year. Even if the company had zero revenue, these filings are mandatory. Late filing = ₹100/day penalty per form per director.
Founder salary: taxed as personal income at slab rates (up to 39% with surcharge), but deductible as expense for the company. Founder dividend: taxed at slab rate in founder's hands, with no deduction at company level (since it is paid out of post-tax profits — effectively double taxation). Most founders take a moderate salary + retain profits in the company until exit. Optimal mix depends on personal liquidity, company runway, and exit timeline. We model this for each founder.
Our retainership is tiered by team size, transaction volume, and complexity. Early-stage (under 10 employees, no fundraising in flight): a defined monthly fee covering bookkeeping, GST, TDS, payroll, and quarterly review. Pre-Series A (raising round, ESOPs, FC-GPR): higher tier, includes event-triggered support. We share the exact slab during the discovery call — no guesswork.
Bring your 24-month plan. We will map the entity, the compliance calendar, and the costs — before you commit to anything.