You only own 10%. So how come FEMA Draft FI Rules, 2026 is looking at you as in control?

Ten percent doesn’t look like control.

Under the Draft FI Rules, 2026, it could start looking like it.

A foreign investor takes 10% in an Indian company. No majority stake. No majority board rights. No obvious control. But the shareholders’ agreement gives the investor 10% or more voting rights.

This is where assumptions walk in: “We only own 10%.” “Control means majority.” “The investment is too small to create downstream consequences.”

The Draft FI Rules, 2026 change the question. Control can include voting agreements that entitle a person to 10% or more of voting rights.

So ownership and control no longer have to travel together. You can hold less than 50%. You can hold less than 25%. You can even hold 10%. And still find yourself inside the control analysis.

Because FEMA isn’t only asking: “How much do you own?” It may also ask: “What can you actually make happen?”

Before structuring, ask yourself: “If I remove the shareholding percentage and read only the rights agreement, do I still look like an investor... or someone with control?”