Your role.
Your ownership.
Your money.

• Use “Founder & CEO, 2UP” publicly once the role is established. Use the full legal company name on contracts and invoices after incorporation.
• Document your employment: duties, time commitment, salary, expenses, intellectual property, confidentiality and termination. The CS should determine the formal executive/whole-time director designation and filings.
• Set salary from your essential living needs and company cash. ₹30,000/month appears later only as a planning example. It is not a salary recommendation without your actual household budget.
• Review salary quarterly. Increase it only when committed funding and collections can support it. A loss-making company can still pay properly authorised remuneration; cash and applicable rules must support the arrangement.
• Do not withdraw company money casually. Salary, expense reimbursement, repayment of a valid company debt and lawful dividends need separate records. Dividends require legally available profits and proper declaration.
• Clarify the earlier ₹1.5 lakh. Past expenses, a development fee and monthly salary are different. Match it to actual records before the company accepts any amount as payable.

Employee salary and other director fees can have different GST treatment: [5]. Your CA should apply current payroll/TDS rules to the actual arrangement.

Your 82% + 9% + 9% proposal has two owners today:

Illustrative share count only. Subscription amounts, consideration, share classes and any later allotment need professional documentation. No shares have been issued by this guide.

• Ordinary private limited company: at least two members and two individual directors; the same two people can serve both roles. At least one director must meet the Indian residency requirement. [2–3]
• Being a director does not require a 9% stake. Choose their ownership for their contribution and your agreement.
• If they work regularly: define the job and results. Consider earning equity over four years with a one-year qualifying period, using an Indian lawyer’s enforceable structure. This is a suggested commercial term, not a statutory requirement.
• If they invest cash: agree the amount, share price and rights in a proper investment agreement.
• If they only fulfil director duties: consider a smaller, genuinely held shareholding and appropriate agreed compensation. They must still understand and perform their responsibilities.
• If 9% has already been promised: disclose the promise to counsel before changing it.
• Protect decision-making: record who approves spending, hiring, debt and new shares; include departure, transfer and dispute arrangements. A 91% shareholding does not make a two-director board a one-person board.

Recommended decision: retain the 91/9 proposal as conditional until the second person’s contribution is defined. Ready2UP can receive documented fees; it cannot become a separate corporate parent while it remains your sole proprietorship. [1]

1. Appoint a practising CA/CS. Get a written quote for incorporation, first-year audit, accounts, tax filings and annual company filings. State, capital and work scope affect the price.
2. Confirm the essentials: two people, ownership, registered office, identity/address evidence, office permission, software/SaaS business objects and name alternatives.
3. Complete MCA SPICe+ and linked filings: digital signatures, director identification, memorandum/articles, incorporation certificate, PAN/TAN and bank-account application. Bank activation still requires KYC. [4]
4. Pay the promised share subscription into the company account. Share capital is usable company money; incorporation fees are a cost. Neither is the company’s market valuation.
5. Complete commencement requirements before business or borrowing: registered-office verification and INC-20A; the declaration is due within 180 days. Have the CS sequence funding accordingly. [6]
6. Start the compliance calendar immediately: first board meeting and first auditor appointment ordinarily within 30 days; subscriber share certificates within two months, subject to applicable securities rules. Keep registers, minutes and accounts. [7]
7. Arrange ongoing filings and audit even with no sales. Ask the CS to calendar the first AGM, annual returns, financial statements, director KYC and applicable loan reports.
8. Assess GST, local registrations, Udyam and brand protection separately. The new company does not automatically inherit Ready2UP’s registrations.
9. Check DPIIT recognition: software innovation/scalability and other eligibility conditions matter. Moving an existing business requires review of the reconstruction restriction. Recognition does not automatically grant funding or a tax holiday. [12]

This is an operating software company seeking equity investment. “Private equity” describes a kind of investment activity; your incorporation route is a private limited company limited by shares.

• Reconcile the ₹5.5–6 lakh first: separate money already spent, invoices already paid, unpaid work and any agreed profit margin. Do not automatically make every past personal expense a new company debt.
• List the exact deliverables: repository, code, database design, designs, domains, documentation, credentials and third-party licences.
• Put CRM ownership in 2UP: obtain written IP assignments from the actual owners and contributors. Identify any reusable Ready2UP tools that remain licensed rather than transferred.
• Prevent duplicate billing: identify your work included in Ready2UP’s fee before agreeing any separate ₹1.5 lakh payment to you.
• Use two clear agreements: one for development/IP transfer; another for ongoing support and maintenance.
• Specify maintenance: covered hours, bug fixes, response times, hosting, backups, new features, exclusions, monthly cap and exit handover. Re-price it after three months of measured workload.
• Disclose your interest: you own the supplier and run the buyer. Keep fair pricing evidence, invoices and required board/member approvals. Ask the CA about GST, withholding and IP-transfer accounting. [8]

Recommendation: negotiate a tightly scoped maintenance package now. Accept a ₹1 lakh monthly commitment only after its work and funding are clear.

• Three sets of records: your personal money, Ready2UP’s business books and 2UP’s company books.
• Weekly: reconcile bank balances, invoices, merchant subscription collections and upcoming payments.
• Monthly: review profit/loss, balance sheet, cash forecast, unpaid bills and tax obligations.
• Keep reserves: taxes, refunds and the cost of serving prepaid annual customers. Annual collections are not all immediately earned profit.
• Before changing payment flows: get advice before pooling or settling restaurant customers’ funds through 2UP.

Merchant-direct settlement is the intended design from your technical plan. It does not by itself decide GST/e-commerce status; see section 09.

Choose the borrower first, before the transfer.

• Family lends directly to 2UP: if the lender is a qualifying relative of a director of the private company and the money is their own qualifying funds, the director-relative exclusion from deposit rules may apply. The CS must verify the relationship, source, declaration, approvals and reporting. [9]
• Family lends to you personally: you owe that debt personally. Do not automatically pass it on as an exempt director loan: that exclusion requires a declaration that the funds were not borrowed from others. [9]
• If you invest personally borrowed money as equity: your personal repayment obligation remains even if 2UP fails. Have advisers check the loan terms, subscription route and tax treatment first.
• Write the terms: amount, dates, borrower, interest or zero interest, repayment schedule, any grace period, security and what happens if the business struggles.
• Use banking channels and keep source evidence. A loan carries no ownership unless separately and lawfully agreed.
• Budget the repayments: financing gives cash now and creates future cash outflow. Do not depend on an unsigned investor promise to repay family.

Working preference: ask the CS to assess a direct loan from an eligible relative’s own funds after commencement requirements are satisfied. The amount and lender are still unconfirmed. These examples assume resident Indian parties; overseas family funding needs separate FEMA review.

Your original minimum: ₹6 lakh development + ₹12 lakh annual maintenance + ₹1.5 lakh one-time founder payment = ₹19.5 lakh in year one, if those are separate unpaid amounts. This excludes other costs and any additional monthly founder salary.

Use these scenarios to see the effect of maintenance and salary. Every number below is a planning assumption, not a confirmed expense or quote.

*Cash illustration only: the 12-month schedule depends on the MSME/legal review in section 04. **Replace with quotes; do not count hosting/support twice if maintenance includes them. Excludes setup/IP-transfer costs, applicable taxes, loan principal/interest, buffer and any separate ₹1.5 lakh one-time payment. No extra employees are included. Actual cash timing can differ from accounting expense.

How long would family funding last?

• Runway = usable cash ÷ monthly net cash burn. Burn is cash outflow minus collected operating cash. Exclude tax/service reserves from usable cash; include debt repayments in outflow.
• My planning target: protect six months of committed costs before taking on large fixed payments. This is a suggested buffer, not a legal rule.
• If funding is small: reduce fixed support scope, stage genuine future work and fund a limited pilot. Do not sign costs that exceed dependable funds.
• Track existing dues separately: something already paid is a past cost; something validly owed is still a future cash requirement.

• Technical launch evidence: test tenant separation, payment reconciliation/refunds, backups restored into a fresh environment, mobile ordering and dinner-rush operation.
• Source limitation: these priorities come from your attached technical plan. Its 57% readiness score and timeline have not been independently verified against the code.
• Merchant agreement: price, scope, support hours, cancellations, refunds, acceptable use, data export, uptime commitments, liability and exit process.
• GST classification: get written advice on whether the actual ordering model makes 2UP an e-commerce operator. Restaurant supplies through an ECO have special section 9(5) rules. Direct merchant settlement and zero commission alone do not settle that question. [11]
• Food-commerce classification: have counsel check FSSAI/e-commerce obligations against the actual customer journey; check merchant licences and required displays. Calling the product “SaaS” is not a complete classification. [14]
• Privacy: map customer data, responsibilities, access, deletion/export, retention and incident response. DPDP implementation is phased; have counsel map effective dates to your launch. Build the controls now. [13]
• Payments: define who refunds customers, who handles disputes and how failed or duplicate payments are reconciled.

Proposed targets · not forecasts

Your weekly CEO routine

• Talk to five merchants: prospects, active users and anyone who stopped using the product.
• Review cash every Monday: bank balance, upcoming bills, collections and runway.
• Ship the biggest merchant improvement: prioritise reliability, onboarding and repeat use.
• Review seven numbers monthly: paid outlets, recurring revenue, collections, retention, contribution margin, acquisition cost and runway.
• Pause expansion if retention or service fails. Fix the cause before adding more customers.

Your first leadership goal: become the most useful ordering platform for a specific group of independent restaurants and cafés. Expand after that works. A “world #1” outcome cannot be promised; customer results, cash discipline and repeatable growth give you a credible path.

• Raise for an outcome: calculate the money required for 12–18 months of a realistic plan, add a buffer and subtract usable cash and conservative operating collections.
• Use money for the business: reliability, merchant acquisition, onboarding/support and measured product improvements.
• Disclose founder and Ready2UP balances: show which investor funds would repay related-party dues. Agree this use before accepting investment.
• Prepare a small investor folder: incorporation documents, cap table, IP assignments, contracts, accounts, debt schedule, merchant metrics, budget and product demo.
• Start relationships early; negotiate from evidence. There is no guaranteed merchant count that unlocks investment.
• Build cost is not valuation. ₹6 lakh spent developing software does not prove what an investor will pay for the company.

Assumes a straightforward primary issue, equal proportional dilution and no option pool, convertibles or other changes. Employee equity pools can dilute ownership further. Capital goes to the company; selling your own existing shares is a different transaction.

Have a startup lawyer review the terms: board seats, investor vetoes, liquidation preference, founder vesting, future dilution and exit rights. The CS/valuer should handle the compliant issue route, valuation and filings; overseas investors add FEMA requirements.

Decision checklist. Ticks last only for this open page and are not proof of completion.

• Confirm current paying merchants and recurring collections; the budget presently assumes no dependable receipts.
• Confirm family funding amount, source, borrower and repayment dates; ₹1–10 lakh is not a committed amount yet.
• Classify the ₹1.5 lakh for your own work and agree your monthly living-pay requirement.
• Define the second person’s contribution and whether 9% is already promised.
• Reconcile development costs already paid versus still owed, and verify Ready2UP’s Udyam/MSME status.
• Get written professional advice on loan eligibility, related-party approvals, IP transfer and the instalment term.
• Confirm registered-office state, name, signatures, capital and first-year compliance cost.
• Assign CRM IP and access to the company; resolve contributor/client rights.
• Complete tax/food-commerce classification, merchant terms and technical launch evidence.
• Approve the next six months of costs using money actually available.

Prepared from your two supplied attachments and the references below. The original company-planning references [1–14] were checked on 30 September 2026; pricing, tax and regional cost references [15–32] were checked on 1 October 2026. Older publications are used for the cited rule only; the implementing professional should check amendments and facts at filing. Some government PDFs were accessible through indexed text rather than a full page fetch.

1. Ready2UP and your ownershipStartup India — Types of Businesses. Used only for the lack of separate legal existence of a sole proprietorship. Its old fee/tax examples were not used.
2. Two membersICSI statutory e-book — Companies Act, section 3.
3. Directors and residencyICSI statutory e-book — section 149. At least one director stays in India for 182 days in the financial year; proportionate application for a newly incorporated company.
4. Incorporation processMCA — SPICe+ and linked filings FAQs.
5. Founder/director pay categoriesCBIC — Circular 140/10/2020-GST. Employment salary and non-employment director remuneration are treated differently.
6. Commencement before business/borrowingICSI statutory e-book — section 10A; MCA — INC-20A instruction kit.
7. Post-incorporation responsibilitiesIndia Code — Companies Act, sections 56, 139 and 173. ICSI — section 139 for first-auditor timing.
8. Interested-director transactionsICSI — section 184; related-party approval applicability also requires review under section 188 and relevant private-company exemptions.
9. Family/director fundingCompanies (Acceptance of Deposits) Rules, rule 2(1)(c)(viii), consolidated legal text mirrored by Indian Kanoon. This is a legal-text mirror, not an MCA filing portal; confirm the current rule with the CS.
10. MSME payment limitsMinistry of MSME — delayed-payment ODR guidelines, paragraph 11.1.1; Ministry annual report 2024–25.
11. Restaurant e-commerce GSTCBIC — Circular 167/23/2021-GST. Supports the need to classify the actual model; does not determine 2UP’s facts.
12. Startup recognitionStartup India — current recognition and tax-exemption page. Check the 2026 notification and reconstruction restriction; recognition and tax relief are separate decisions.
13. Privacy and phased commencementMeitY — DPDP Rules 2025; DPDP Act commencement notification. Map the applicable timeline and later amendments with counsel.
14. Food e-commerce classificationFSSAI — Guidelines for Operations of E-commerce Food Business Operators. Have counsel check current applicability to the proposed model.
15. India price benchmarkRestrofi — official pricing. ₹699 per outlet/month; separate domain, branding and messaging add-ons. Advertised features were not audited.
16. India broader product benchmarkSupaorder — India pricing. ₹3,375 per location/month for 1–3 locations; a broader app/POS bundle with Indian gateways on request.
17. UAE entry benchmarkTahlib — official plans. AED 99 Lite ordering; AED 199 Starter POS bundle, per location/month. Vendor compliance claims were not used to establish UAE law.
18. UAE branded-ordering benchmarkWeevi — UAE pricing. Page shows AED 330 and AED 363 first-location rates; confirm the toggle/billing option with the vendor. Apps and loyalty/marketing are extra modules.
19. Global modular-ordering benchmarkUpMenu — official pricing. Monthly USD web-ordering tiers and order limits; separate module and message charges.
20. Indian payment cost exampleRazorpay — official pricing. Standard platform fee and GST, payment-method/contract exceptions and temporary promotions. Zero bank UPI MDR does not imply a zero gateway platform fee.
21. UAE payment cost exampleStripe — UAE pricing. Standard domestic-card rate 2.9% + AED 1, plus specified international/conversion charges where applicable.
22. Messaging cost boundaryMeta — WhatsApp Business Platform pricing. Delivered-message pricing varies by market and category; use the applicable official rate card and the provider contract rather than a stale fixed rate.
23. UAE tax registration and supplier statusFederal Tax Authority — VAT registration. Different resident/non-resident rules; the invoicing arrangement must be checked before adding tax to a quote.
24. Migration opportunityGloriaFood — official service update. Announces end of life on 30 April 2027; confirm account transition arrangements directly.
25. Established Indian POS benchmarkPetpooja — India pricing. Base ₹12,000; Marketing Manager Growth ₹30,000 includes website ordering. Billing period was not explicit in the retrieved page, so no monthly equivalent is asserted.
26. Established UAE POS benchmarkPetpooja — UAE starting price: AED 1,500/year/outlet billed annually. UAE tier comparison places website and QR menu in Growth/Scale. Exact comparable price requires a quote.
27. Indian IT-services tax and exportsGST Council — IT/ITES FAQ, questions 5–7. Used for the 18% IT-services rate and qualifying export zero-rating, not its historical registration/reverse-charge examples. Have the accountant confirm current classification and export/LUT requirements.
28. UAE standard tax rateUAE Ministry of Finance — VAT. Standard 5% rate and VAT-registered supplier obligations.
29. UAE published prices and cross-border suppliesFTA-hosted consolidated VAT Executive Regulation, updated September 2026, articles 27 and 48. Tax-inclusive published prices with specified exceptions; qualifying imported-service reverse charge. This is the government-published English translation; confirm actual facts and current Arabic law with the tax adviser.
30. Indian custom website referenceCodelith Lab — restaurant website design. Published ₹24,999 website and ₹49,999 larger package; different scope from 2UP’s connected software.
31. UAE website/integration reference800Website — restaurant website packages. Published AED 3,500 Business and AED 2,500 payment-integration add-on; confirms that visual design and transaction software need distinct scope.
32. UAE informational-site referenceOne Bit Launch — restaurant site. AED 3,500 site; full cart/payment ordering quoted separately.
33. Evidence on the number of choicesScheibehenne, Greifeneder and Todd (2010) — Can There Ever Be Too Many Options?. Primary meta-analysis: 50 experiments, considerable variation and no universal average choice-overload effect. Used to avoid claiming that two or three tiers automatically maximise sales.
34. Reducing interface complexityNielsen Norman Group — Progressive Disclosure. Show important options first and secondary options as needed; used for the staged checkout recommendation.
35. Total-cost transparencyBaymard Institute — How to Reduce Cart Abandonment. First-party ecommerce UX research identifies unexpected late costs as friction. Applied to this merchant subscription flow as a design inference, not a measured 2UP conversion result.
36. Comparable commitment structureRestolabs — official pricing. Monthly and annual subscription options; supports retaining flexible billing as a market pattern. Its feature scope and 20% annual discount differ from 2UP.
37. Indian service classificationCBIC — Scheme of Classification of Services. IT design/development, hosting and infrastructure service categories; final classification depends on the actual contract.
38. Indian IT-service rate cross-checkCBIC — GST services rates. Residual professional, technical and business services under heading 9983 show 9% CGST + 9% SGST / 18% total. Rechecked 2 October 2026 with the GST Council IT/ITES FAQ.

Source attachments: “Pasted text.txt” for your business proposal; “2UP-MASTER-PLAN.html” for product priorities. Its draft prices have been superseded by the recommendations in section 08, following your clarification. No company was registered, shares allotted, loan arranged, contract signed or live pricing changed as part of preparing this guide.