Funding · ECB or FDI

It needs money and you have it. Equity, or a loan?

This is the question we are asked most often by foreign owners and the one with the worst answers online. Both routes exist and they are not interchangeable. The first thing to settle is not which is cheaper — it is whether you qualify to lend at all, because most individual directors do not.

🧾 CA-reviewed · fee quoted upfront
✓Equity — no repayment obligation, priced at or above fair value, FC-GPR within 30 days
✓Loan (ECB) — only from a recognised lender: generally a foreign equity holder with 25% or more direct holding
✓A director who holds no meaningful equity cannot lend — that closes the question for many people
✓ECB carries a minimum average maturity, an all-in-cost ceiling and a negative end-use list
✓A loan registration number is obtained before drawdown, then monthly ECB-2 returns
✓Money that arrives without shares being allotted in 60 days must be refunded
✓Interest paid out carries withholding; equity returns carry dividend withholding instead
Tell us what the company needs and who is putting it in
The amount, what it is for, and your shareholding percentage. That is enough for us to tell you which routes are actually open to you before you move any money.
💬 Free consult first·CA-reviewed·No payment to start

What we handle for you

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Are you a recognised lender?

The borrowing route is not open to everyone. A foreign equity holder with 25% or more direct holding generally qualifies; a director or a friend of the founder with a token stake does not, whatever the commercial logic.

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Which route fits the money

Equity is permanent and comes back as dividend or on exit. A loan is repayable and the interest is deductible to the Indian company — which is often the real attraction, and the reason it is regulated.

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Pricing and valuation

Shares issued to a non-resident cannot be priced below fair value. The certificate is obtained before the price is fixed, not after the money lands.

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The filings, either way

FC-GPR within 30 days of allotment for equity. A loan registration number before drawdown and monthly ECB-2 returns for a borrowing, for the life of the loan.

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Money already sent

If funds arrived before the paperwork, there is a 60-day window to allot shares and a refund obligation after it. This is fixable, and it gets harder the longer it sits as unexplained credit.

Who this is for

👤 Sole foreign owners

Funding a company they hold outright.

🏢 Foreign parents

Deciding between share capital and an intercompany loan.

⚠️ Anyone who has already remitted

Money in the account with no allotment yet.

Transparent, quoted upfront

Every case is different, so we review yours first and give you a clear price before any work or payment — no charge for the review, no obligation.

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No hidden charges. You decide after you see the price.

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Common questions

Can a foreign director with 100% shareholding fund the company by loan or equity?

Both are available to you at 100%, which is the comfortable case. Equity means subscribing to shares: remit the money, have it allotted within 60 days at or above fair value, and file FC-GPR within 30 days of allotment. A loan means an external commercial borrowing, and at 100% you clearly meet the recognised lender test — but it brings a framework with it: a minimum average maturity, a cap on the all-in cost, restrictions on what the money may be used for, a loan registration number before you draw it down, and a monthly return for the life of the loan. Most owners funding a young company choose equity for simplicity and switch to debt later when the interest deduction is worth the administration.

I hold a small stake. Can I still lend to the company?

Generally no, and this is the part that surprises people. The borrowing rules work from a list of recognised lenders, and the usual qualification for an owner is holding 25% or more of the equity directly, or being a group company under a common overseas parent holding 51% or more. A director with a token holding, or a founder's relative abroad, does not qualify — and an Indian company cannot take a deposit from a non-resident individual as a way round it. In that position the route is equity, or a loan from someone who does qualify.

A foreign director wants to send funds for expansion. What compliance applies?

Decide the route before the money moves, because the clock starts when it arrives. For equity: the remittance comes through banking channels, the bank issues the inward remittance certificate and completes KYC, the shares are allotted within 60 days at not below fair value on a certified valuation, and FC-GPR is filed within 30 days of allotment. For a loan: confirm you are a recognised lender, agree terms inside the maturity and cost ceilings, obtain a loan registration number before drawdown, and file ECB-2 monthly. In both cases the purpose code on the inward remittance must match what the money actually is — a wrongly coded inflow is the most common reason a filing will not reconcile later.

Is a loan better than equity because the interest is deductible?

Often, but not as often as it first looks. Interest is deductible to the Indian company, which is a genuine saving against corporate tax, and repayment of principal is not a taxable event. Against that: the interest paid abroad carries withholding tax, the rate has to be within the ceiling, there are limits on deducting interest paid to a related party, the money cannot be used for several purposes including real estate and on-lending, and working capital from a direct equity holder carries a longer minimum maturity than you might expect. For a company that is not yet profitable, a deduction against nil profit is worth nothing, which usually settles it.

What happens if I have already sent the money?

It is fixable but it is time-bound. Money received towards shares has to result in an allotment within 60 days, and if it does not, it must be refunded to the sender within fifteen days. It cannot simply sit in the account as share application money while the paperwork catches up. If the window has already passed, the position is regularised rather than ignored — usually by refunding and re-remitting correctly, and by paying the Late Submission Fee on whatever reporting is late. Say so early; it is much cheaper than having a buyer find it during diligence.

Can the Indian company lend money back to me, or to the parent?

No, not as an ordinary loan. Lending from India to a non-resident is restricted. Money comes back to you as dividend, as payment for services or royalties at arm's length, as repayment of a loan you properly made, on a buyback within the statutory limits, or on a sale of your shares. What is not available is treating the Indian company as an account you can draw on.

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