Estimate the advisory cost band, timeline, and key tax flags for bringing your holding company back to India from Singapore or Delaware - the reverse flip many Indian startups do before a domestic IPO. Educational estimate only.
A reverse flip unwinds an offshore holding structure so an Indian company sits at the top again - usually ahead of a domestic NSE/BSE IPO. Founders and investors swap their offshore holdco shares for Indian company shares via an NCLT-approved scheme of arrangement or cross-border merger.
SEBI listing rules strongly favour Indian holding companies, and Indian public-market valuations now rival international listings for consumer internet, fintech, and SaaS. PhonePe, Groww, Razorpay, and others have completed or announced reverse flips.
The share swap is typically a taxable event. India's indirect-transfer rules may apply where value derives substantially from Indian assets. Singapore's zero capital gains tax makes reverse-flipping from Singapore relatively more efficient than from a US C-Corp.
A reverse flip typically takes 12-18 months, dominated by the NCLT approval process plus RBI/FEMA cross-border merger approvals and investor consents. For an IPO, it is on the critical path - start well ahead of your intended filing.
It varies widely with company size and complexity. For a mid-size company, advisory and legal costs (legal, tax opinions in each jurisdiction, valuation, NCLT process) typically run from a few hundred thousand to over a million US dollars. The largest reverse flips of unicorns have cost significantly more, and some have involved very large tax outflows on the share swap itself. This tool estimates the advisory cost band only - the potential tax cost is separate and can be far larger.
Typically 12 to 18 months end to end, dominated by the National Company Law Tribunal (NCLT) approval process for the cross-border merger or scheme of arrangement, plus RBI/FEMA approvals and investor consents. If you are reverse-flipping ahead of a domestic IPO, it is on the critical path - you should start the process well before your intended filing date.
Often, on the tax side, yes. Singapore has zero capital gains tax, so the offshore-level gain on the share swap is not taxed in Singapore. A US Delaware C-Corp swap may carry US tax implications at the corporate and/or shareholder level. However, the Indian indirect-transfer analysis applies regardless of the offshore jurisdiction, so you need tax opinions in both the offshore jurisdiction and India to see the full picture.