Startup Consultant in India from day zero to Series B.
I help founders set up and run the finance, legal-structure and compliance side of a startup, from day zero to Series B: the entity, incorporation, DPIIT recognition, the founders' agreement and vesting, the cap table and ESOP pool, founder tax planning and investor readiness. I am a Chartered Accountant and Managing Partner of DRSPV & Associates (Chartered Accountants, est. 2023). Startup consultancy is part of my primary practice, and I work with founders from pre-seed to pre-IPO.
What we do at each stage, from day zero to Series B.
Most cap-table problems that surface in due diligence trace back to decisions made on day one, not at Series A. So the work starts before the company exists and keeps pace with it, one stage at a time.
Day zero: before the company exists
Choosing the entity for the funding path you expect, settling in writing who is in charge of the founder split, writing the founders' agreement with vesting, and modelling the cap table through three rounds of dilution before incorporation.
Cap table design from day onePre-seed: incorporated and set up
Incorporation and the set-up that follows it, DPIIT recognition where the business qualifies, and a small ESOP pool under a scheme that the board and the shareholders approve before the first grant.
DPIIT recognition: what it gives and what it does notSeed: ready for the first investor
A clean cap table, an ESOP pool sized to cover the next 18 months of senior hires plus a buffer, clean financials, related-party disclosures and a clear tax position, so the data room is ready before the first investor asks.
ESOP structuring for Indian startupsSeries A to B: growing through priced rounds
Keeping the cap table and the ESOP pool in order through each priced round, founder tax and compliance as the company grows, and structuring from Series A onwards so that the SME IPO route is still open later. The round itself is covered on the fundraising page.
Startup Fundraising Advisor in IndiaWhich entity fits a startup, and what each one rules out.
The funding path is almost always the deciding factor, so that is where we start. The entity is also slow to change: converting an LLP to a Private Limited company later is typically 3-6 months of paperwork with tax consequences.
| Factor | Private Limited | LLP | OPC |
|---|---|---|---|
| Usually fits | Any startup that might raise outside equity, grant ESOPs, sell to large business customers or enterprises, or one day list or be acquired | Pure-play services firms with no plan to raise equity, family holding vehicles, professional partnerships, and teams certain to bootstrap | Solo founders who will stay solo: consultants and professionals, bootstrapped product or content businesses, holding vehicles for personal IP or investments |
| Outside equity and priced rounds | Can issue equity shares, and is the only practical structure for institutional equity | Cannot issue equity shares: no SAFEs, no CCDs, no priced rounds | Cannot raise equity beyond the one shareholder's subscription, so no VC and no angel. Adding a co-founder or outside investor forces conversion to a Private Limited company |
| ESOPs | Allowed, under a scheme approved by the shareholders through a special resolution under Section 62(1)(b) | Not possible: an LLP cannot issue ESOPs | No ESOPs to outsiders |
| Foreign investment | Automatic route for most sectors | Permitted, with sector restrictions and a longer process | A foreign investor means converting to a Private Limited company first |
| Compliance load | Annual filings (AOC-4, MGT-7, DPT-3), board meetings, an AGM and statutory registers | Lighter: Form 11 and Form 8 each year, an audit only above set limits, no board meetings and no AGMs | Simplified: no AGMs or EGMs |
| Tax and growth path | Can opt for the lower Section 115BAA company rate, but then gives up most deductions, including 80-IAC. Converts to a public company before an IPO, typically 12-18 months before the DRHP | Higher headline tax rate than a Section 115BAA company. Cannot list: an IPO needs a public limited company | Taxed at the corporate rate. The growth path is to convert to a Private Limited company |
A rule of thumb: answer yes to any one of five questions and start with a Private Limited company. Might you raise outside equity in the next five years? Will you offer ESOPs? Will you sell to large business customers or enterprises? Do you expect bank debt beyond small working-capital facilities? Is a public listing or strategic acquisition on your five-year horizon? This is a rule of thumb, not advice for your company. Section references are also changing: the Income-tax Act, 2025 replaces the 1961 Act from 1 April 2026, so we map each provision to the law in force when we advise.
Startup setup, in the order that avoids rework.
Eight pieces of work, in the order we usually do them. MCA, DPIIT and the tax authorities set their own timelines, so we plan around them rather than promise dates.
- 01
Entity choice and day-one cap table
We run the five-question check against your plans and recommend Private Limited, LLP or OPC. We then model the cap table through three rounds of dilution before incorporation, allowing for a founder who may leave, an ESOP pool and every future round, and settle in writing who is in charge, because a 50-50 split sets up a deadlock that investors notice in diligence and discount.
- 02
Founders' agreement and vesting
The agreement covers roles, vesting, good-leaver and bad-leaver terms, IP assignment, non-compete, non-solicit, confidentiality and dispute resolution. The usual vesting structure is reverse vesting over four years with a one-year cliff, so a co-founder who leaves early does not walk away with a large share. In India it is typically documented through the founders' agreement with buy-back provisions. Where the document needs a lawyer's sign-off, counsel finalises the drafting and we coordinate.
- 03
Incorporation through SPICe+
Three name options, checked on the MCA name search and for trademark conflicts; at least two directors, one of them resident in India; and a physical registered office with a utility bill not older than two months and the owner's NOC. SPICe+ is the single MCA form for incorporation, PAN, TAN and EPFO/ESIC registration. Common rejection reasons are mechanical, such as mismatched PAN and Aadhaar names, an old utility bill or wrong stamping, and each rejection costs 3-5 working days to re-file, so we check these first. The cleanest path is usually the standard Articles at incorporation, with investor rights added by amendment at the round.
- 04
Post-incorporation set-up
The current account, the subscription money for the paid-up capital, share certificates for the subscribers, and the INC-20A declaration of commencement of business within 180 days.
- 05
DPIIT recognition
Applied for online through the Startup India portal, which routes it through the National Single Window System, with no government fee. Before applying we check the four limbs against the current DPIIT notification: entity type, age, turnover, and innovation or scalability. A business formed by splitting up or reconstructing an existing one is not a startup. Recognition is an eligibility gate, not a tax exemption, a grant or a licence, and DPIIT decides each application.
- 06
ESOP pool and scheme
A small pool of 3-5% at incorporation or shortly after, documented by board resolution and increased at later rounds, each increase needing a board resolution and a fresh shareholder approval. The scheme is drafted before the first grant. Section 62(1)(b) of the Companies Act requires a special resolution for every ESOP scheme, and a grant made without it is invalid.
- 07
Founder tax planning
Section 80-IAC for companies and LLPs that can qualify, which needs a separate Inter-Ministerial Board (IMB) certificate in addition to DPIIT recognition; capital gains on share sales; and ESOP tax, which arises at several points: grant, vesting, exercise and sale. A company that opts for the Section 115BAA rate gives up 80-IAC, so the two are weighed together.
- 08
Investor readiness
A data room, clean financials, ESOP hygiene, related-party disclosures and a clear tax position, in place before the first investor asks. The round itself is covered on the fundraising page.
A fixed seat at the table, month after month.
For founders who want a fixed seat at the table, we offer a monthly advisory retainer. It has three parts:
Monthly strategy call
A standing strategy call with the founders every month, so the questions that shape the company have a regular place to be decided.
Decision-level review
Review at the level of the decision, not only the books. For example, whether options are being granted under a board-approved scheme, or whether an advisor-equity promise has documentation, vesting and scope.
Finance function oversight
Oversight of the finance function as the company grows, so the books, filings and numbers are in a state that an investor's diligence can rely on.
Startup consultant questions.
What does a startup consultant do, and why use a CA for startups?
A startup consultant looks after the finance, legal-structure and compliance side of a company in the order it needs them: choosing the entity, incorporation, DPIIT recognition, the founders' agreement and vesting, the cap table and ESOP pool, founder tax planning and investor readiness, with a monthly retainer for founders who want a fixed seat at the table. A Chartered Accountant fits that role because most of these decisions have a tax or compliance side: the entity and its tax treatment, the tax events on ESOPs, Section 80-IAC, and the filings after incorporation. The funding round itself is covered on the fundraising page.
Should a startup be a Private Limited company, an LLP or an OPC?
If there is any chance of outside equity, ESOPs, large business customers, bank debt beyond small working-capital facilities, or an eventual listing or acquisition, start with a Private Limited company. An LLP cannot issue equity shares or ESOPs, so it rules out priced rounds. An OPC has one shareholder, so a co-founder or outside investor forces conversion. An LLP fits pure services firms with no plan to raise equity, and converting it to a Private Limited company later is typically 3-6 months of paperwork with tax consequences.
How long does it take to incorporate a startup in India?
In principle about 10 working days when the file is well prepared. Most founders take 4-6 weeks because of avoidable delays: rejected names, mismatched director documents, incomplete address proofs and a wrong subscriber capital structure. Each rejection costs 3-5 working days to re-file. MCA sets its own processing time, so what we control is the quality of the file, not the clock.
What does DPIIT recognition give a startup, and what does it not?
DPIIT recognition under Startup India is an eligibility gate, not a tax exemption, a grant or a licence. It opens the way to reduced patent and trademark fees, relaxed prior-turnover and prior-experience criteria in Central Government procurement, and schemes such as the Fund of Funds for Startups and the Startup India Seed Fund Scheme, each with its own conditions. It does not give the Section 80-IAC deduction by itself: that needs a separate Inter-Ministerial Board certificate. The application is online, with no government fee, and the entity must satisfy all four limbs: entity type, age, turnover, and innovation or scalability.
Is Section 80-IAC the same as DPIIT recognition?
No. DPIIT recognition is necessary but not sufficient. Section 80-IAC gives an eligible startup a deduction of 100% of its profits for any three consecutive years out of the first ten years from incorporation, and it needs a separate certificate from the Inter-Ministerial Board (IMB). It is open to companies and LLPs, not partnership firms, subject to the other conditions, and a company that opts for the lower Section 115BAA rate gives up deductions such as 80-IAC. The Income-tax Act, 2025 replaces the 1961 Act from 1 April 2026, so section references are changing and we map the provision before advising.
Is angel tax still a problem for startups?
Not for share issues from 1 April 2024 onward. The Finance (No. 2) Act, 2024 omitted Section 56(2)(viib) with effect from assessment year 2025-26, so those issues are no longer caught by angel tax. Earlier issues, open assessments and notices on past years can still matter. Valuation itself has not gone away.
Do co-founders need a founders' agreement and vesting?
Yes. The agreement turns a handshake into a structure: roles, vesting, good-leaver and bad-leaver terms, IP assignment, non-compete, non-solicit, confidentiality and dispute resolution. Vesting is not about distrust, it is structural protection if life changes. The usual structure is reverse vesting over four years with a one-year cliff, so a co-founder who leaves early does not keep a large share. In India it is typically documented through the agreement with buy-back provisions.
Can you guarantee incorporation, DPIIT recognition or a tax outcome?
No. MCA, DPIIT and the tax authorities decide each application and assessment, and nobody can promise their outcome or timing. What we control is a complete, consistent file and quick answers to their queries.
- Private Limited Company Incorporation in India: Step-by-Step
- LLP vs Private Limited: A Founder's Decision Framework
- DPIIT Startup Recognition: What It Gives You and What It Doesn't
- Cap Table Design from Day One: The Founder's Foundation
- ESOP Structuring for Indian Startups: Grant to Exit
- Angel Tax Section 56(2)(viib): What Founders Watch For
- Startup Fundraising Advisor in India
- Vraj Changani - CA, Startup Advisor & IPO Consultant
Starting up or already running? Start with the structure.
Send a short note on where the company is: not yet incorporated, incorporated, or preparing to raise. We will come back with what to fix first and the order to do it in.
WhatsApp +91 88664 48967 - CA Vraj Changani, DRSPV & Associates, Mumbai.