Foreign investors approaching India typically face four convergent risks, each with separate regulators, separate timelines and separate consequences.

Without timely action, this may lead to disruption in business continuity, exposure to tax liabilities, and regulatory non-compliance for both the individual and the foreign company.

(i) Structural risk — choosing the wrong vehicle (PO vs. BO vs. LO vs. WOS) under the FEM (Establishment in India of a Branch Office or a Liaison Office or a Project Office) Regulations, 2016[1], now under proposed overhaul by the RBI’s draft Establishment Regulations dated 3 October 2025[2].

(ii) Tax risk — unintended Permanent Establishment, transfer pricing exposure, withholding defaults under Section 195[3], treaty mis-application, and the transition to the Income-tax Act, 2025 (effective 1 April 2026)[4].

(iii) Personnel risk — misclassification of expatriates, EPF “International Worker” non-coverage[5], and non-alignment with the Four Labour Codes notified effective 21 November 2025[6].

(iv) Enforcement risk — escalating ED / FEMA scrutiny, criminalisation under PMLA, and dual-statute liability under the BNS / BNSS regime that replaced the IPC / CrPC[7].

The Masterclass directly addresses these intersections, which standard “India entry” guides rarely treat with statutory granularity.

[1]Foreign Exchange Management (Establishment in India of a Branch Office or a Liaison Office or a Project Office or any other place of business) Regulations, 2016 — Notification No. FEMA 22(R)/2016-RB dated 31 March 2016. Source: Reserve Bank of India, https://www.rbi.org.in.

[2]RBI Draft Foreign Exchange Management (Establishment in India of a Branch or Office) Regulations, 2025 — issued 3 October 2025; proposes to replace the 2016 framework, removes net-worth thresholds (US$100,000 BO / US$50,000 LO), removes tenure caps for liaison offices, and shifts routine approvals to AD Banks. Source: RBI Statement on Developmental and Regulatory Policies dated 1 October 2025.

[3]Section 195, Income-tax Act, 1961 (and the corresponding consolidated TDS provision under Section 393, Income-tax Act, 2025) — obligation to deduct tax at source on payments to non-residents; compliance with Form 15CA / 15CB. Source: https://www.incometax.gov.in.

[4]The Income-tax Act, 2025 — received Presidential assent on 21 August 2025; came into force on 1 April 2026; reduces 819 sections to 536 across 23 chapters and 16 schedules; “Tax Year” (Section 3) replaces “Previous Year” / “Assessment Year”; all TDS provisions consolidated under Section 393. Source: Income Tax Department, Government of India, https://www.incometax.gov.in (Objective and scope of the New Act).

[5]Employees’ Provident Funds Scheme, 1952 — paragraph 83 (“Special provisions in respect of International Workers”); coverage continues under the Code on Social Security, 2020. Source: Employees’ Provident Fund Organisation, https://www.epfindia.gov.in.

[6]Four Labour Codes — Code on Wages, 2019; Industrial Relations Code, 2020; Code on Social Security, 2020; Occupational Safety, Health and Working Conditions Code, 2020 — notified effective 21 November 2025; 29 central labour laws stand repealed; draft Central Rules published in the Official Gazette dated 30 December 2025; clarificatory FAQs issued by MoLE on 16 March 2026. Source: Ministry of Labour & Employment, Government of India, https://www.labour.gov.in.

[7]Bharatiya Nyaya Sanhita, 2023 (replacing the Indian Penal Code, 1860); Bharatiya Nagarik Suraksha Sanhita, 2023 (replacing the Code of Criminal Procedure, 1973); Bharatiya Sakshya Adhiniyam, 2023 (replacing the Indian Evidence Act, 1872) — effective 1 July 2024. Source: Ministry of Home Affairs notifications, https://www.mha.gov.in.