“Reverse Flips” — A Detailed Guide for Founders and Shareholders for Redomiciling a Foreign Holding Company to India
July 31, 2025
Considering moving your India-based business’ holding company back to India? More Indian companies are choosing to “reverse flip” from offshore domiciles for better tax efficiency, easier IPO access, regulatory alignment, and operational centralization. Before starting the process, however, it’s smart to understand potential implications. A reverse flip can introduce complex tax, legal, and regulatory challenges that can affect fundraising, employee incentives, and exit options. This guide breaks down all these considerations for redomiciling to India, to help you make an informed decision that aligns with your growth and exit strategy.
The guide covers:
- Why Consider Redomiciling (“Reverse Flip”) to India?
- Key Commercial Considerations: IPO Exits and Strategic Sales
- Tax and Legal Implications
- ESOP and Employee Incentive Considerations
- Post-Flip, Exit-Related Considerations
- Risks with IPO and Strategic Sale Exits
O’Melveny partners Stephanie Keen and Sylvia Taslim together with associate Esther Wong were pleased to develop this guide in conjunction with DC Advisory, Cyril Amarchand Mangaldas, and Transaction Square.
A summary of the guide is available here.
This memorandum is a summary for general information and discussion only and may be considered an advertisement for certain purposes. It is not a full analysis of the matters presented, may not be relied upon as legal advice, and does not purport to represent the views of our clients or the Firm. Stephanie Keen, an O’Melveny partner licensed to practice law in England and Wales; Sylvia Taslim, an O’Melveny partner licensed to practice law in Singapore; and Esther Wong an O’Melveny associate licensed to practice law in Singapore and New York, contributed to the content of this newsletter. The views expressed in this newsletter are the views of the authors except as otherwise noted.
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