Are you an Entrepreneur confused about incorporating a holding entity outside India?

For years, venture-backed Indian startups followed a familiar structure: a Singapore or Delaware holding entity sitting above an Indian operating unit. Flipkart, Pine Labs, Groww and Zepto all used offshore holding structures at various stages of their growth.

 

Why Singapore?

Because investors, lawyers and bankers around the world were comfortable with it.

Key advantages included:

• Faster and more predictable commercial dispute resolution
• Legal documentation that global VCs had used thousands of times before
• Easier fundraising from international investors and a cleaner path to a NASDAQ listing
• Simpler employee stock option structures for global teams
• A neutral holding company for owning IP, subsidiaries and assets across multiple countries
• Greater familiarity when acquiring foreign companies or using shares as acquisition currency

For a startup operating across India, Indonesia, Vietnam and the UAE, a Singapore holding company often created less cross-border friction than an Indian parent would have.

 

What has changed?

Quite a lot, actually.

Global investors now routinely invest directly into Indian companies. Indian public markets have become a genuine destination for technology IPOs - Zomato, Nykaa and PB Fintech proved that. Regulatory frameworks are more startup-friendly than they were a decade ago. And the Indian startup ecosystem has matured enough that the old assumptions no longer hold automatically.

That is why we are seeing reverse flips. Groww, Pine Labs, Razorpay and Zepto have moved - or are planning to move - their holding structures back to India. The message is clear: for a company whose business, investors and eventual exit are all India-centric, an offshore structure adds cost and complexity without adding much in return.

So what should a founder do today?

Incorporating outside India still makes sense if:

✓ Your customers are spread across multiple countries - SaaS or enterprise software selling primarily to US customers, for instance

✓ You expect significant international operations - a global logistics platform, for example

✓ You plan to raise most of your capital from global investors - maybe you plan on building AI infrastructure, deep-tech hardware

✓ International acquisitions are a core part of your growth strategy

If none of those apply - if your customers, your capital and your eventual liquidity event are all likely to be Indian - then starting onshore is probably the simpler and cheaper path. You can always restructure later, but a reverse flip is not painless. Better to ask the question now than to unwind it in Series B.

The structure should follow the strategy. Not the other way around.