The Series A Due-Diligence Compliance Checklist (India)

When a VC runs Series A diligence on an Indian startup, their lawyer works through a predictable list of sections — corporate/secretarial, cap table and equity, intellectual property, employment, tax, FEMA, and material contracts — and for each one they ask for a specific document. This is that checklist, organised the way the lawyer thinks about it: each item with the artifact that turns it from a question into a tick. Use it to self-assess before the term sheet, not after.

How diligence actually works

The lawyer isn't looking for reasons to kill the deal — they're building a risk picture for the investment committee and drafting the representations and warranties you'll sign. Every gap becomes either a condition to closing (fix it before money moves), a warranty (you promise it's fine and carry the liability), or a price/terms adjustment. Clean answers close fast; missing artifacts add legal cost, time, and leverage to the other side. The goal is to make each section boring.

Below, each section is framed Red / Amber / Green: Green = the artifact exists and is filed/evidenced; Amber = the obligation applies but the document is missing; Red = missing and overdue or invalid.

1. Corporate & secretarial

What they check: that the company is validly incorporated, its filings are current, and its decisions are properly recorded.

• Certificate of incorporation, MOA/AOA, and current master data
• ROC annual filings — AOC-4 and MGT-7 for every year (see the ROC calendar)
• Board and shareholder minutes and resolutions, properly maintained
• Statutory registers (members, directors, charges, SBO)
• DIR-3 KYC current for every director

2. Cap table & equity

The first folder most investors open. They reconstruct ownership from the statutory filings, not your spreadsheet.

• A clean cap table reconciled to PAS-3 filings for every allotment
• SHA, SSA, term sheets from prior rounds
• Share certificates issued, with stamp duty paid
• ESOP plan, pool and grant letters — and the tax treatment (ESOP tax explainer)
• Founders' agreement with vesting and cliff

3. Intellectual property

A top-five red flag when missing — see IP assignment, the mistake that re-prices rounds.

• IP assignment from every founder, employee and contractor to the company
• Trademark/patent filings and ownership

4. Employment & HR

• Employment agreements with IP and confidentiality clauses
• PF, ESI, professional tax registration and current filings (PF/ESI applicability)
• POSH policy where applicable

5. Tax

• GST registration and returns filed; no large mismatches
• TDS deducted, deposited and returns filed (TDS due dates)
• Income-tax returns and any open notices

6. FEMA (if there's any foreign money)

The most commonly-failed section for funded startups.

• FC-GPR filed within 30 days of each foreign allotment
• FLA Return filed every year (FEMA guide)
• Valuation consistent with FIRC/KYC/resolutions

7. Material contracts

• Customer, vendor and partnership agreements; any change-of-control clauses
• Lease agreements; loan/debt documents

The artifact is the answer

Notice the pattern: every line resolves to a specific document, filed or evidenced. "We're compliant" is not an answer; "here's the filed PAS-3, the FC-GPR acknowledgement, and the signed IP assignment" is. Diligence is an evidence exercise — which is exactly why evidence, not just 'filed' is the habit that makes it painless.

Turn this checklist into your live readiness view

ComplianceStack runs this exact Red/Amber/Green checklist over your own data — naming the missing artifact for each item — and assembles a shareable, evidence-backed diligence pack you can hand an investor. You can even share a time-boxed, read-only link that shows your status without exposing the underlying files. Get your free compliance health check to see where you stand.