Structuring Foreign Partnership the Right Way

Background

An Indian LLP working in the film and creative production space, was ready to expand globally. The promoters had found a foreign partner who could bring both funding and international access. On paper, the deal looked simple, the foreign partner would join the Indian LLP.
But the structure was anything but simple once regulations, FEMA, and tax implications came into play.

Bringing a foreign entity into an Indian LLP meant crossing multiple regulatory layers. One wrong move could delay approval or trigger unnecessary taxes. The promoters wanted a structure that would let the foreign partner join cleanly, without creating future compliance headaches.

The Challenge

There were three major challenges:
First, FEMA guidelines around capital contribution from foreign partners are strict. The ownership and profit-sharing model had to comply precisely with those rules.
Second, both sides wanted clarity on control, how much decision making power the new partner would hold.
Third, the structure had to stay tax efficient, avoiding unnecessary capital gains or withholding tax on future distributions.

It wasn’t just a legal issue; it was about balancing trust, compliance, and value creation from day one.

Mantraa’s Role

Mantraa came in to design a structure that satisfied all three goals, compliance, efficiency, and partnership clarity.

We mapped out multiple scenarios for capital infusion and profit allocation under the LLP framework. Then we modelled tax outcomes for each scenario, comparing them across Indian and foreign jurisdictions. After several iterations, the team settled on a structure that met FEMA conditions, protected both partners’ interests, and minimised tax exposure.

We also helped draft the key partnership clauses to ensure smooth governance, voting rights, profit sharing, and exit terms were all built into the structure upfront.

The Impact
The new structure was approved without delays. The foreign partner joined the LLP seamlessly, and both sides started operations under a framework that felt balanced and futureproof. More importantly, the promoters avoided an unnecessary round of restructuring later, something that often costs time and credibility.
Key Takeaway​

Partnerships succeed when the structure supports the relationship. Company’s case proved that getting it right at the start can save years of friction down the road.