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Home / NRI & Global Services / Flip Structure Advisory
Last updated: 2 October 2026
A flip places your Indian company under a new foreign holding company — often in Delaware or Singapore — usually because investors ask for it. A reverse flip brings the holding company back to India. Our team maps the FEMA, company law and tax steps so the structure is set up and reported correctly.
In a typical flip, the Indian shareholders swap their shares in the Indian company for shares in a new foreign holding company. The Indian company becomes a subsidiary of the foreign company.
Each side of the swap is regulated:
Because of these costs, many companies now weigh a flip carefully — and some are reversing earlier flips by merging the foreign holding company into the Indian company.
Based on FEMA rules on foreign and overseas investment, the Companies Act, 2013 and the Income-tax Act, 2025. Last updated: 27 September 2026.
Indian shareholders exchange their shares for shares of the foreign holding company
Both inbound and outbound filings apply to the same transaction
Round-tripping rule that limits structures investing back into India
A share swap is generally taxed as a transfer for Indian shareholders
Pricing supported by a valuation from an eligible independent valuer
Foreign holding company merged into the Indian company
Most problems come from treating a flip as only a paperwork exercise.
Shareholders face a tax bill on the swap without any cash from the transaction.
Founders and angels resident in India receive foreign shares without ODI reporting.
Existing subsidiaries push the structure beyond two layers.
A flip combines foreign company formation with Indian FEMA reporting.
The most common flip destination.
An Asia-Pacific holding option.
Outbound reporting for Indian shareholders.
Inbound reporting for the Indian company.
We check whether a flip is needed and whether it fits FEMA rules.
Holding company location, share ratios and shareholder routes mapped.
Capital gains impact for each Indian shareholder assessed with tax advisers.
Share swap agreements, valuations and approvals prepared.
FDI reporting for the Indian company and ODI filings for Indian shareholders.
Yearly APRs, FLA returns and records kept in order.
A reverse flip usually takes the form of a merger of the foreign holding company into its Indian company.
Cross-border merger approved by the National Company Law Tribunal.
Since September 2024, a foreign holding company can merge into its wholly owned Indian subsidiary through the fast-track process, with RBI approval.
An inbound merger into an Indian company is generally tax-neutral for shareholders, subject to conditions.
RBI, regulators in both countries and the company law authority.
Share your query and our team will reply during business hours.
A structure where an Indian company becomes a subsidiary of a foreign holding company, usually through a share swap with the Indian shareholders.
Generally yes. A share swap is treated as a transfer, so Indian shareholders may owe capital gains tax even though they receive no cash.
Yes. Residents receiving shares in the foreign company make an overseas investment and report it through an AD bank.
Moving the holding company back to India, usually by merging the foreign holding company into the Indian company through the NCLT or the fast-track route.
No. Many investors now invest directly in Indian companies; whether a flip is needed depends on the investors and your plans.
ACS – Director, Expertvuw Management Pvt Ltd
Flip projects are coordinated by Expertvuw’s team. Valuations are issued by independent registered valuers, tax positions are confirmed by tax advisers, and approvals are obtained from RBI and the relevant authorities.