Acquiring an Indian Company from a Non-resident, and Selling to One, The Transaction Map
The complete sequence for buying shares of an unlisted Indian company from a non-resident, or selling them to one, from term sheet to the last post-closing filing. Each step shows the law it comes from, the document it produces and the date it is due, and the chapter ends with the closing checklist and the resident buyer's withholding note.
- 6 pages
- 95
- Word and PDF
- 16 September 2026
The 2 formats inside
- 1Cross-border share purchase closing checklistNDI Rules 2019 · FEMA 395/2019-RB · Companies Act 2013 · ITA 2025On its own₹149
- 2Withholding note and certificate for a resident buyer paying a non-resident sellers.393(2) ITA 2025 · Rule 220 · Forms 145/146On its own₹149
Read the opening
The first part of “Cross-border share purchase closing checklist”, as it downloads. Blanks are highlighted.
Closing checklist · Target: [____] (CIN [____]) · Seller(s): [____] ([resident / non-resident]) · Buyer(s): [____] ([resident / non-resident]) · Sale shares: [____] ([__]%) · SPA dated [DD.MM.YYYY] · Completion date [DD.MM.YYYY]
A. Before completion — conditions precedent
# | Item | Responsible | Evidence | Done |
|---|---|---|---|---|
A1 | Party residential status matrix; repatriation / non-repatriation character of sale shares confirmed | Firm | Memo | [ ] |
A2 | Sector, route and cap check; post-transfer foreign holding [__]% | Firm | Sector note | [ ] |
A3 | Press Note 2: buyer's ownership chart to UBO; declaration; Government approval / FIFP prior report | Buyer / firm | [Approval no. / FIFP ack. / not applicable] | [ ] |
A4 | Sector regulator approval; CCI approval or exemption note | Counsel | [__] | [ ] |
A5 | FEMA diligence completed; target's defaults regularised or indemnified with escrow | Firm | Report dated [__] | [ ] |
A6 | Seller's acquisition evidence (FC-GPR / FC-TRS, FIRC); title; no encumbrance; demat statement | Seller | [__] | [ ] |
A7 | ROFR / tag waivers from other shareholders; articles amended if required (MGT-14) | Target | [__] | [ ] |
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