Outbound Investment

Overseas Direct Investment Advisory

End-to-end structuring of outbound investments by Indian entities — from RBI approval to subsidiary incorporation and ongoing compliance under FEMA Overseas Investment Rules, 2022.

⏱ 4–10 Weeks 📋 12+ Deliverables 🌍 India + Global

What is ODI?

Overseas Direct Investment (ODI) allows Indian entities to invest in foreign subsidiaries, joint ventures, and step-down structures. The regulatory framework is governed by the FEMA Overseas Investment Rules, 2022 and RBI Master Direction on Direct Investment.

Why ODI Matters

Indian companies expanding globally must navigate a complex web of RBI approvals, sectoral caps, and post-investment reporting. A misstep in ODI structuring can trigger FEMA penalties, freeze repatriation, or invalidate downstream investments.

SilverSiX ensures your outbound investment is structured for compliance from day one — with automatic vs. approval route assessment, optimal jurisdiction selection, and a clear exit roadmap.

📊 Key Regulatory Thresholds

  • Automatic Route: Up to 400% of Indian entity's net worth
  • Approval Route: Beyond 400% or restricted sectors
  • Minimum investment: No floor under automatic route
  • Downstream investment: Permitted through foreign subsidiary
  • Annual Performance Report (APR): Mandatory by 15 July
  • LOU/LOC/Letter of Credit: Permitted under specific conditions

Comprehensive ODI Services

🏢 Subsidiary Structuring

We design the optimal holding structure — WOS, JV, or step-down SPV — considering tax treaties, substance requirements, and repatriation efficiency.

  • Jurisdiction selection (Singapore, UAE, UK, Netherlands)
  • Entity type analysis (Company vs. LLP vs. Trust)
  • Step-down subsidiary layering strategy

📋 RBI Compliance

Complete filing and approval management under the automatic and approval routes, including Form ODI-Part I, II, and III.

  • Net worth computation & eligibility check
  • Form ODI filing with AD Bank
  • Unique Identification Number (UIN) procurement
  • Post-filing reporting (APR, FLA Returns)

🔄 Repatriation & Exit

We structure fund flows and exit mechanisms to ensure tax-efficient repatriation of dividends, royalties, and capital gains.

  • Dividend repatriation structuring
  • Share sale / liquidation exit planning
  • Round-tripping prevention compliance
  • DTAA benefit optimization on exit

⚖️ FEMA Advisory

Comprehensive FEMA compliance covering overseas investment, guarantee issuance, and external commercial borrowings.

  • FEMA Overseas Investment Rules, 2022 compliance
  • Guarantee issuance for foreign subsidiary
  • ECB-linked ODI structuring
  • Compounding of contraventions (if any)

📈 Valuation & Pricing

Fair value determination for ODI to meet FEMA pricing guidelines and prevent downstream disputes.

  • FC-TRS and FC-GPR linked pricing
  • Independent valuation certification
  • Arm's length pricing for related-party ODI

🔍 Ongoing Monitoring

Annual compliance calendar and regulatory health checks to keep your ODI structure audit-ready.

  • APR filing by 15 July every year
  • FLA Return (July 15) preparation
  • Change in ownership reporting
  • Regulatory audit & gap assessment

Our ODI Process

A six-phase methodology designed for speed, compliance, and clarity.

1

Eligibility & Net Worth Assessment

We evaluate the Indian entity's net worth, track record, and sectoral eligibility to determine automatic vs. approval route applicability.

2

Jurisdiction & Entity Selection

Based on your business model, we recommend the optimal jurisdiction (Singapore, UAE, UK, etc.) and entity type (WOS, JV, SPV).

3

Documentation & Filing

Preparation of Board Resolutions, valuation reports, FEMA declarations, and Form ODI filing with the AD Bank.

4

RBI / AD Bank Approval

Liaison with the AD Bank and RBI (if approval route) to secure UIN and remittance clearance.

5

Foreign Subsidiary Incorporation

Coordination with local counsel for incorporation, bank account opening, and substance creation.

6

Ongoing Compliance & Reporting

Annual APR, FLA Returns, change-in-structure reporting, and repatriation planning.

What You Receive

DeliverableDescriptionTimeline
ODI Structuring MemoDetailed advisory on route, jurisdiction, and entity typeWeek 1
Net Worth CertificateCertified computation per FEMA guidelinesWeek 1
Valuation ReportIndependent valuation for pricing complianceWeek 2
Form ODI FilingComplete filing with AD Bank (Part I / II / III)Week 2–4
UIN ConfirmationUnique Identification Number from RBIWeek 3–5
Foreign Incorporation KitSubsidiary incorporation docs, MOA, AOAWeek 4–8
Compliance CalendarAnnual APR, FLA, and event-based reporting trackerWeek 6
Repatriation RoadmapTax-efficient exit and fund-flow blueprintWeek 6

Common Questions

What is the maximum ODI allowed under the automatic route? ▼
Indian entities can invest up to 400% of their average net worth during the preceding three financial years under the automatic route. Beyond this, approval from the RBI is required.
Can an Indian individual make ODI? ▼
Yes, resident individuals can invest in foreign entities under the Liberalised Remittance Scheme (LRS) up to USD 250,000 per financial year. For business-driven investments, an Indian entity structure is usually preferred.
What is the Annual Performance Report (APR)? ▼
APR is a mandatory annual return filed by 15 July each year, reporting the financial performance of the Indian party's overseas investment. Non-filing attracts FEMA penalties.
Is downstream investment permitted through ODI? ▼
Yes. The foreign subsidiary (WOS/JV) can make further downstream investments subject to FEMA guidelines and the original ODI approval conditions.
Can ODI be funded through ECB? ▼
Yes, under specific conditions. External Commercial Borrowings can be used to fund ODI provided the ECB guidelines and end-use restrictions are complied with.

Ready to Structure Your Outbound Investment?

Book a confidential discovery call with our advisory team. We assess your situation and outline a clear execution roadmap within 48 hours.

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