12-week legal and compliance plan to get your Indian startup Series A ready in FY 2026-27, covering ROC, tax, cap table, contracts, IP and DPDP.
Indian Series A rounds in FY 2026-27 carry deeper legal diligence than ever. With most growth funds running tier-1 law firm CDD and SEBI-driven scrutiny on AIF investments, founders cannot afford to start cleanup after the term sheet lands. This guide walks through the legal and compliance readiness you should achieve in the 90 days before launching your Series A process.
Corporate Hygiene
- Update MOA and AOA to current Companies Act 2013 format with all amendments in place.
- Reconcile share capital, all PAS-3, SH-7 and MGT-14 filings, and ensure the MCA master data matches your cap table software.
- Hold pending board and shareholders' meetings on time, with circulated agendas, signed minutes, and attendance registers maintained in physical or e-form.
Cap Table and Equity
- Eliminate dead equity through buy-back, gift or surrender, and document everything.
- Ensure all founder shares have a vesting schedule with reverse vesting on departure.
- Reconcile the ESOP scheme, grants, exercises and cancellations against board approvals.
Funding History
- Maintain a signed copy of every prior round's term sheet, SSA, SHA and amendment.
- Validate that each round had a Rule 11UA valuation report dated on or before allotment.
- Confirm DPIIT recognition and Form 2 filing where the angel tax exemption was claimed.
Tax and Statutory
- Latest 3 years of ITR-6, tax audit report and transfer pricing report where applicable.
- GST returns reconciled with books, GSTR-9 and 9C filed where turnover exceeds the prevailing threshold notified by CBIC.
- TDS returns filed quarterly, TDS-CPC notices closed, Form 26AS reconciliations clean.
- PF, ESIC, professional tax, labour welfare fund and shops-and-establishment registrations current.
Contracts and IP
- Customer master service agreements signed and not on outdated templates.
- Vendor and SaaS contracts with assignable IP and standard limitation of liability clauses.
- Employee offer letters, IP and confidentiality assignments, non-solicits enforceable under Indian law.
- Registered trademarks for the brand name and logo, applied patents where applicable, and copyright deposits for material code.
Data and Privacy
With the Digital Personal Data Protection Act 2023 now operationalised through CBIC-style rules issued in 2025-26, your privacy policy, consent flows, data processor agreements and grievance officer details must be fully implemented. VCs increasingly request a DPDP audit memo at diligence.
Conclusion
Series A diligence is won or lost months before the data room opens. Spend 12 weeks running this checklist with your CS and CA, and you will move from term sheet to closing in 60 days instead of 120, with stronger covenants and fewer indemnities.
