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SetuBridge Solutions

DPIIT • SEBI • CBDT

Angel Funding for Startups in India

Raise compliant angel rounds with DPIIT recognition, Section 80‑IAC tax holiday eligibility, and post‑FY25 relief from the erstwhile ‘angel tax’

  • Pre‑Seed–Series A

    Funding Stages

  • DPIIT

    Recognition

  • SEBI AIF

    Angel Funds

  • FY25–26

    Angel Tax Out

Tax Relief
Angel tax removed from FY 2025‑26
Recognition
DPIIT recognition recommended
Tax Holiday
80‑IAC: 3 years (eligibility)
Investor Base
Accredited investors in Angel Funds
Round Types
Equity • CCPS • SAFE/CCD
Compliance
Valuation & FEMA norms

01Overview

About Angel Funding

Angel funding bridges pre‑seed to early institutional rounds through individual angels and SEBI‑registered Category I Angel Funds, typically investing via equity or CCPS with pro‑rata and governance rights. DPIIT‑recognized startups also access tax and regulatory benefits that ease fundraising and compliance.

The Finance Act (No. 2) 2024 removed Section 56(2)(viib) (‘angel tax’) effective April 1, 2025, eliminating tax on share premium receipts for qualifying issuances, while startups must still comply with valuation, FEMA, and disclosure norms. Section 80‑IAC tax holiday remains separately applicable on profits subject to conditions.

SEBI’s revised framework increasingly aligns Angel Funds with accredited investors and enhanced governance, expanding professional angel capital while improving investor protection and transparency.

  • 01

    DPIIT Benefits

    Recognition streamlines exemptions, procurement relaxations, and access to tax holiday under Section 80‑IAC (subject to IMB).

  • 02

    Angel Instruments

    Equity/CCPS, CCD/SAFE‑like notes for bridge; standard rights on pro‑rata, information, and protective provisions.

  • 03

    Angel Funds

    SEBI Cat‑I Angel Funds route pooled angel money; onboarding now centered on accredited investors with phased transition.

  • 04

    No Angel Tax

    Section 56(2)(viib) removed from April 1, 2025; valuation fairness and FEMA compliance continue to apply.

02Who can apply

Eligibility Criteria

Startup Readiness

3 points
  • DPIIT recognition recommended for regulatory benefits and investor comfort.
  • Incorporated entity with cap table hygiene, ESOP pool, and basic governance in place.
  • Clear problem‑solution fit, traction or pilots, and defined use of funds.

Investor Channels

3 points
  • Individual angels (resident/NRI), family offices, and SEBI Cat‑I Angel Funds.
  • Angel Funds onboarding restricted to accredited investors per revised framework timelines.
  • Syndicates and networks operating under AIF/AOA/PPM norms as applicable.

Tax & Regulatory

3 points
  • Angel tax removed from FY 2025‑26; earlier exemptions applied via DPIIT procedures.
  • Section 80‑IAC profit deduction possible for 3 years, subject to IMB conditions.
  • Adherence to Companies Act, FEMA (pricing/valuation), and disclosure standards.

03Paperwork

Required Documents

0 / 9 ready

Tick the documents you already have

Entity & Recognition

Round & Valuation

Regulatory Filings

04Step by step

Application Process

  1. 01

    Prep & Targeting

    1–2 Weeks

    Secure DPIIT recognition, tighten governance, define use of funds, and prepare a data room with financial model and KPIs.

    Early alignment speeds diligence.

  2. 02

    Outreach & Term Sheet

    2–6 Weeks

    Engage angels/funds; negotiate valuation and key rights; sign term sheet with exclusivity and milestones.

    SEBI Angel Funds onboard accredited investors.

  3. 03

    Diligence & Docs

    2–4 Weeks

    Complete legal/financial diligence; issue board/shareholder approvals; finalize SSA/SHA and disclosures.

    FEMA pricing and filings for cross‑border rounds.

  4. 04

    Closure & Compliance

    1–2 Weeks

    Receive funds, allot securities, file PAS‑3/FC‑GPR, update registers, and initiate MIS cadence per SHA.

    Maintain valuation working papers and investor communications.

05Why it's worth it

Key Benefits

Faster Capital

Angels move faster than institutions, unlocking validation and GTM acceleration at early stages.

  • Speed
  • Network
  • Mentorship

Tax & Recognition

Angel tax removal and DPIIT/80‑IAC benefits improve runway and investor confidence.

  • FY25 relief
  • Procurement relaxations
  • IPR fast‑track

Professional Pools

SEBI Angel Funds with accredited investors offer structured governance and follow‑on potential.

  • Co‑invest
  • PPM discipline
  • Reporting

Compliance Clarity

Clearer norms on valuation/FEMA and filings reduce close risk when executed correctly.

  • Rule 11UA/11UB
  • FEMA pricing
  • RBI filings

06Questions

Frequently Asked Questions

  • No. The Finance Act (No. 2) 2024 removed Section 56(2)(viib) effective April 1, 2025; issuances at premium are no longer taxed under this section.
  • Yes. DPIIT recognition continues to unlock 80‑IAC tax holiday eligibility, procurement reliefs, and overall investor comfort.
  • Individual angels, family offices, and SEBI Category I Angel Funds; Angel Funds are transitioning to onboard only accredited investors under SEBI’s revised framework.
  • Board/shareholder approvals, valuation per Rule 11UA/11UB, FEMA pricing for foreign money, and MCA/RBI filings like PAS‑3/FC‑GPR within timelines.
  • Eligible DPIIT‑recognized startups may claim Section 80‑IAC profit deduction for 3 years, subject to IMB approval and conditions.
Interactive tool

How much runway do you have?

Move the sliders to see when your cash runs out — and when to start raising.

Runway Planner

How long does your cash really last?

Your runway

14 months

Today12 mo24 mo36 mo

Comfortable runway

Use the time to hit the milestones that make the next round an easy yes.

Real outcomes

Success Stories

  • “Closed an angel‑led seed with clean DPIIT recognition and FEMA‑compliant pricing; scaled GTM rapidly.”
    Finlytics AIB2B AnalyticsFunded: ₹3 Cr
  • “Angel Fund syndicate brought governance discipline and opened doors to top agritech partners.”
    KisanCloudAgri SaaSFunded: ₹1.2 Cr
  • “Structured CCPS round with clear milestones and ESOP pool unlocked a strong hiring plan.”
    MediWearSmart WearablesFunded: ₹2.1 Cr

Angel Funding

Ready to Get Started?

Let our experts guide the entire process and get funding approved in 45 days.

Official Notice
SetuBridge Solutions Pvt. Ltd. is the only official entity under the SetuBridge brand✦We have no association with other 'Setu' named companies✦Always verify authenticity before engaging✦