Inkle Incorporate: A comprehensive guide to US incorporation for Indian founders

Every founder who wants to raise money from US investors eventually hits the same milestone, incorporating a Delaware C-Corp. For US-based founders, this is a well-worn path. For India-based founders, it looks the same on the surface, but underneath, it's a different process entirely.

Indian founders have to work within India's foreign exchange laws while incorporating in the US. Most incorporation services don't account for this. They generate the same documents for an Indian founder as they would for anyone else and leave the founder to figure out the India-side compliance on their own, usually after the US paperwork is already done. That means founders either spend weeks coordinating between multiple advisors across two countries, or they move forward with a structure that may not hold up on the India side.

Inkle Incorporate was built to remove that gap. It's a comprehensive, guided process that handles US incorporation and India-side compliance together, so founders don't have to piece it together themselves.

What is Inkle Incorporate?

Inkle Incorporate is an online platform made specifically for US-India cross-border startups. It's built on Clerky, so the US-side paperwork for incorporation of the Delaware C-Corp, founder stock issuance, and 83(b) elections comes from a proven, reliable base that startups and investors already trust. 
Indian founders deserve an incorporation process that's just as reliable as what's available to US founders — one that also accounts for the additional regulatory steps Indian founders are required to follow before, during, and after incorporation. That's exactly what Inkle Incorporate delivers.

Inkle worked with legal and tax specialists in both the US and India to map out exactly what Indian founders need to do differently to form safely in the US, and to build those additional steps directly into the product. The result is a single platform that handles both the US and India sides of incorporation in the correct sequence, instead of leaving founders to manage two separate processes with two separate sets of advisors.

How Inkle Incorporate brings the Clerky experience to Indian founders

When an Indian founder uses a generic incorporation service, they receive the exact same document set as a US founder, including the certificate of incorporation, founder stock purchase agreements, and standard bylaws. None of it addresses India's foreign exchange requirements, and none of it accounts for the additional entities and filings Indian founders need.

Inkle Incorporate changes this in a few important ways:

FEMA-compliant documentation built into the flow

Inkle Incorporate curates the right components and structures them for compliance with India's Foreign Exchange Management Act (FEMA) from the start. Clerky offers a range of formation products designed to accommodate different ways of setting up a startup, and Inkle Incorporate selects and sequences the specific ones that Indian FEMA-resident founders need, so that founders get documentation that fits their situation rather than a generic, one-size-fits-all template.

India-side entity structure accounted for in the documents

For Indian FEMA-resident founders, shares in the US entity are held through an Indian LLP rather than directly by the founder as an individual.

Most online legal services have no way to reflect this. Clerky already offers stock issuance products that include a dedicated section for naming a holding entity, which is exactly what Indian FEMA-resident founders need for their LLP. Inkle Incorporate identified this as the right fit and built it into the flow, so the paperwork is structured correctly from the start rather than needing to be reworked after the fact.

Managed 83(b) election for non-US founders

Filing an 83(b) election within 30 days of receiving founder stock is one of the most important and time-sensitive steps in the incorporation process. For non-US founders, this is harder to do safely because attorney-recommended best practices require a USPS-postmarked certified mail receipt. Inkle Incorporate integrates Clerky's Managed 83(b) Election add-on, which is the only way most non-US founders can obtain this without a US law firm.

Includes Clerky's Company Lifetime Package

Inkle Incorporate includes Clerky's Company Lifetime Package, which means founders aren't just getting a one-time incorporation. They get ongoing access to Clerky's platform for future legal paperwork as the company grows.

Trusted India-side compliance partners

While the India-side processes like LLP formation, AD bank coordination, and ODI filing happen outside the platform, Inkle connects founders with trusted compliance partners who handle these steps. Founders can also work with their own chartered accountant if they prefer.

The incorporation process, step by step

One of the biggest challenges Indian founders face is getting the sequencing right. Steps that seem like they could happen in any order actually have strict dependencies, and doing them out of order can create compliance problems that are expensive to fix. Inkle Incorporate enforces the correct sequence automatically. Here's what that process looks like.

Step 1: LLP formation

For founders setting up a US parent with a step-down subsidiary, and where Indian residents hold control (10% or more of voting rights) of the US entity, the LLP structure is typically required before anything happens on the US side. Under FEMA, this control threshold is what triggers Overseas Direct Investment (ODI) requirements, and the LLP acts as the vehicle through which the founder holds their interest in the US company. Founders who aren't in this structure, or don't cross the control threshold, may not need an LLP at all. The sequence here reflects the path for founders whose structure triggers the LLP/ODI requirement, broadly, a US parent with a step-down subsidiary where Indian residents hold control. Founders on other structures (for example, India parent with US subsidiary, or below the control threshold) follow a different path.

The LLP needs to be registered, and its bank account needs to be opened before the process can move forward. This step alone can take two to three weeks due to processing times with the Indian government, which is why it's important to start here rather than discovering the requirement after the US entity is already incorporated.

Note: While Inkle Incorporate handles the US incorporation paperwork and accounts for India-specific requirements within the documentation, the India-side processes like LLP formation, AD bank coordination, and ODI filing happen outside the platform. Founders can work with their own chartered accountant or compliance advisor for these steps. If you don't already have someone in place, we're happy to connect you with trusted compliance partners we've worked with across these exact situations.

Step 2: Drafts for initial ODI reporting

Once the LLP and its bank account are in place, the next step is preparing draft documentation for the Overseas Direct Investment (ODI) filing. This is filed through the founder's Authorised Dealer (AD) bank.

The documentation requirements for this step differ from one AD bank to another, which is one of the reasons this process is hard to navigate without guidance. Inkle Incorporate, through its trusted India-side compliance partners, helps founders prepare the correct drafts for their specific bank and seek preliminary approval from the AD bank before moving ahead with US incorporation.

Step 3: US entity incorporation

With the India-side groundwork in place and preliminary AD bank approval secured, the US incorporation can begin. This is where Inkle Incorporate's integration with Clerky comes in. The Delaware C-Corp is incorporated using Clerky's infrastructure through the Inkle Incorporate platform, which handles the certificate of incorporation and the standard formation paperwork.

Step 4: Appointment of officers and board

After incorporation, the company needs to adopt bylaws and appoint its directors and officers. This step, sometimes referred to by practitioners as "perfecting the organization," is standard for any Delaware C-Corp. Indian FEMA residents can be appointed as directors and officers of the US entity.

Step 5: EIN application and US bank account

Every US entity needs an Employer Identification Number (EIN) from the IRS to open a bank account and file taxes. For founders with a US Social Security Number, this can be done online in minutes. For most Indian founders who don't have an SSN, the process requires filing via fax and typically takes four to six weeks. The good news is that founders don't need to wait for the EIN to arrive before opening a bank account. Proof that the application has been filed is sufficient, and since this step is integrated on Clerky, partner banking platforms like Mercury, Rho, and Brex are already set up to accept applications on this basis. That means founders can get their US bank account process moving in parallel rather than waiting weeks for the EIN to come through first.

Step 6: ODI filing

With the US entity incorporated and the preliminary groundwork already done in Step 2, the formal ODI filing can now be completed with the AD bank through the founder's India-side compliance professionals. This is the official record of the Indian founder's overseas investment, and it needs to be in place before share payments are made.

Step 7: Execution of share issuance documents

This is the final major step, and one of the most important to get right. Founder stock is issued, and each founder enters into confidentiality and IP agreements. For Indian FEMA-resident founders, shares are issued to the founder's LLP rather than directly to the founder.

The share payment itself needs to happen as a SWIFT payment made by the founder's LLP after obtaining approval from the Reserve Bank of India. Inkle Incorporate makes it possible to hold signatures in escrow and only release them after final ODI approval has been granted, which prevents the common problem of a founder signing documents before the regulatory structure is ready.

After stock issuance, two critical deadlines kick in. The most important is the 83(b) election, which must be filed with the IRS within 30 days of the stock grant date. This election locks in the tax basis at the grant-date value, which is typically near zero at founding. Missing this deadline is irrevocable and can result in a much larger tax bill down the line as the company grows in value. A BE-13 Claim for Exemption form must also be filed with the U.S. Bureau of Economic Analysis (BEA) within 45 days of stock issuance.

Why do Indian founders need this?

India's startup ecosystem has grown rapidly over the past decade, and more Indian founders than ever are building companies with a global footprint from day one. For many of them, incorporating a US entity is a natural step, whether to raise from US investors, join a US accelerator, or operate in the US market. But the process of getting there shouldn't come with the risk of getting the India-side compliance wrong.

The process above makes it clear why Indian founders need a workflow that accounts for both US and Indian compliance. If an Indian founder uses a workflow intended for US founders only, they could end up with an entity that’s properly formed on the US side but has none of the India-side compliance in place. For Indian founders, that can have real consequences. The structure might be standard in the US but create compliance problems in India later. Untangling that after the fact is far harder and more expensive than doing it correctly from the start by using a workflow ideal for Indian founders.

Why automation matters here

The incorporation process for Indian founders isn't identical in every case. Whether a founder is a FEMA resident or non-resident changes the path significantly, from whether an LLP is needed, to how shares are paid for, to which documents are generated. Founding teams with mixed residency status may have individual founders on different paths within the same incorporation. Even the ODI documentation step varies depending on which AD bank the founder works with.

But while the details change, the underlying regulatory framework is the same for everyone. Every Indian founder incorporating in the US has to determine their FEMA status, understand how that status affects their shareholding structure, follow the correct sequence of India-side and US-side steps, and meet the same post-incorporation filing deadlines. These aren't one-off judgment calls that require a lawyer to think through from scratch each time. They're a known set of decision points and compliance requirements that can be mapped, sequenced, and built into a product.

That's what Inkle Incorporate does. Instead of giving every founder the same generic flow, it routes each founder through the correct path based on their specific situation, while making sure the India-side compliance steps happen in the right order regardless of which path they're on.

When the compliance requirements are built into the product itself, Indian founders get a process that works the way it should without needing to manage it themselves.

• The India-side compliance steps are part of the flow from the start, and the platform adjusts what those steps look like based on the founder's FEMA residency status, chosen incorporation structure, and banking situation, so founders don't need to research the regulatory details or worry about missing something that only surfaces months later.
• The entire process runs through a single online platform, which means founders aren't spending weeks going back and forth between a US attorney, an India-side advisor, and a filing service to get everything aligned.
• Every founder who goes through Inkle Incorporate gets a properly structured outcome for their specific situation, rather than the quality of the process depending on whichever attorney or service they happened to find.

Choosing your incorporation structure

Not every Indian founder needs the same structure. Inkle Incorporate supports multiple incorporation paths depending on the founder's situation and goals.

India parent with US subsidiary

This structure works for founder teams who plan to stay in India and may be raising from Indian investors. The Indian entity is the parent company, and the US entity is set up as its subsidiary. It involves fewer entities (typically just two) and the compliance burden is weighted toward Indian regulations, with some US obligations.

US parent with India subsidiary

This is the more common structure for founders who plan to raise funds from US or global investors or who may eventually relocate. The US entity is the parent, and the Indian entity becomes the subsidiary. This requires at least three to four entities and is more complex to set up and operate, but it's the standard structure most US investors and accelerators expect.

Both paths have different compliance requirements, costs, and long-term implications. Inkle Incorporate guides founders through this decision as part of the flow rather than leaving it as something to figure out independently.

Who it's for

Inkle Incorporate is built for founders based in India who want to incorporate a US entity. Inkle is already the tax and accounting platform used by half of all YC companies in India, and most Indian founders in the current YC S26 batch are using Inkle Incorporate to set up their startups.

If you're a founder in India looking to incorporate in the US, you can learn more here: https://www.inkle.ai/incorporate/india/inkle-incorporate