Corporate and commercial lawyers in Chennai
Company formation, M&A, joint ventures, foreign investment, governance and commercial contracts.
Overview
We advise companies, LLPs, founders and foreign investors on corporate and commercial law in India. That includes choosing and setting up a business structure, corporate governance, investment and acquisitions, and the commercial contracts a business signs every day.
We work with businesses in sectors including IT, manufacturing, pharmaceuticals and renewable energy. When a transaction turns into a dispute, we take it to the NCLT, to arbitration or to court.
Company law in India is governed mainly by the Companies Act, 2013 and the Limited Liability Partnership Act, 2008. Foreign investment is regulated under the Foreign Exchange Management Act, 1999, and deals that cross the thresholds in the Competition Act, 2002 have to be notified to the Competition Commission of India before they are given effect.
Our Corporate & Commercial Law services
Advisory
Business structure and restructuring
Choosing between a proprietorship, partnership, LLP, private limited company or public limited company under the Companies Act, 2013, weighing tax, personal liability, capital needs and room to grow. An LLP needs at least two designated partners who are individuals, and at least one resident in India, under the Limited Liability Partnership Act, 2008. We also restructure existing businesses, including cross-border restructuring of Indian entities, and restructurings that involve the Insolvency and Bankruptcy Code, 2016.
Corporate governance
Board composition, committees, shareholder rights, internal controls, related party transactions, directors' and officers' insurance and ESG reporting, under the Companies Act, 2013 and, for listed companies, SEBI regulations. A listed public company needs at least one third of its directors as independent directors, and prescribed classes of companies a woman director. Contracts with related parties need a board resolution under Section 188, and above the prescribed limits a resolution of the company, on which the related party cannot vote.
Compliance reviews
Compliance audits and internal controls covering company law filings, SEBI rules, GST, CSR spending under Section 135 of the Companies Act, 2013 (net worth ₹500 crore or more, turnover ₹1,000 crore or more or net profit ₹5 crore or more in the previous financial year), environmental and labour obligations, and data protection.
Due diligence
Legal due diligence before acquisitions, investments and joint ventures, with IP, tax and environmental review where the deal needs it. Problems found in the review are used when negotiating price, warranties and indemnities.
Mergers and acquisitions
Share purchases, asset purchases, mergers, demergers and slump sales for domestic and cross-border deals, from term sheet to closing and integration, including Competition Commission of India approval under the Competition Act, 2002 when a deal crosses the asset and turnover thresholds in Section 5.
Private equity and venture capital
Funding rounds for companies and investors: term sheets, share subscription agreements, shareholders' agreements and the filings that follow.
Foreign investment
How a foreign company should enter India (wholly owned subsidiary, branch office, liaison office or project office), sector conditions for FDI, and reporting to the Reserve Bank of India under the Foreign Exchange Management Act, 1999, including Form FC-GPR when shares are issued to a non-resident.
Joint ventures
Structuring joint ventures and drafting the joint venture agreement: equity split, management control, profit sharing, deadlock, dispute resolution and exit.
Corporate disputes
Commercial contract disputes
Breach of contract, warranty and fraud claims and suits for specific performance under the Specific Relief Act, 1963 (Section 10 makes specific performance enforceable subject to the exceptions in the Act) and the Code of Civil Procedure, 1908, resolved by negotiation, mediation, arbitration or suit.
Shareholder disputes
Oppression and mismanagement petitions under Sections 241 and 242 of the Companies Act, 2013, minority shareholder claims and challenges to board decisions, before the NCLT and NCLAT.
Corporate fraud
Acting for companies that have been defrauded and for individuals accused of embezzlement, accounting fraud or securities fraud, with forensic accountants to trace what happened.
Regulatory enforcement
Responding to investigations and show cause notices from SEBI, the RBI, the Directorate of Revenue Intelligence and other regulators, negotiating settlements, and appealing their orders.
International arbitration
Arbitrations under ICC, SIAC and UNCITRAL rules, and enforcement of foreign awards in India under the Arbitration and Conciliation Act, 1996.
Banking and insolvency disputes
Disputes between lenders and borrowers, enforcement of security under the SARFAESI Act, 2002 and recovery proceedings before the Debt Recovery Tribunal, and corporate insolvency proceedings under the Insolvency and Bankruptcy Code, 2016 before the NCLT and NCLAT. The insolvency and banking pages set out that work in detail.
Documentation
Commercial contracts
Sale, supply, distribution, franchise, licensing, service, e-commerce, cloud and technology agreements drafted under the Indian Contract Act, 1872, including the terms on force majeure, limitation of liability, termination and dispute resolution.
Shareholders' and joint venture agreements
Voting rights, transfer restrictions, dividend policy, deadlock and exit provisions that match the company's articles.
Corporate policies
Anti-corruption, whistleblower, conflict of interest, data protection and POSH policies, and the employment contracts and NDAs that support them.
Laws we work with
- Companies Act, 2013
- Limited Liability Partnership Act, 2008
- Indian Contract Act, 1872
- Specific Relief Act, 1963
- Foreign Exchange Management Act, 1999
- Competition Act, 2002
- Securities and Exchange Board of India Act, 1992 and SEBI regulations
- Insolvency and Bankruptcy Code, 2016
- Arbitration and Conciliation Act, 1996
Courts and tribunals
- National Company Law Tribunal, Chennai Bench
- National Company Law Appellate Tribunal
- Madras High Court
- Arbitral tribunals
Questions and answers
Frequently asked questions
7 questions. These answers are general information about Indian law, not legal advice on your situation.
How many directors does a private company need, and must one be resident in India?
A private company needs at least two directors and a public company at least three, under Section 149(1) of the Companies Act, 2013. Every company must also have at least one director who has stayed in India for 182 days or more during the financial year, under Section 149(3). For a newly incorporated company the test applies proportionately at the end of that year.
What has to be filed to incorporate a company, and when can it start business?
Incorporation papers go to the Registrar under Section 7 of the Companies Act, 2013, with the memorandum and articles signed by the subscribers and the prescribed declarations. A company with share capital cannot start business or borrow until a director declares under Section 10A that every subscriber has paid for the shares, within 180 days of incorporation. Missing that deadline costs the company ₹50,000 and the officers in default ₹1,000 a day, capped at ₹1 lakh.
What can a minority shareholder do if the company is being run in an oppressive manner?
A member can apply to the National Company Law Tribunal under Section 241 of the Companies Act, 2013, but must first meet the threshold in Section 244: 100 members or one tenth of the members, whichever is less, or holders of one tenth of the issued share capital, unless the Tribunal waives it. Under Section 242 the Tribunal can regulate how the company's affairs are run, order shares to be bought, restrict their transfer or set aside agreements. The Supreme Court held in Tata Consultancy Services Ltd. v. Cyrus Investments Pvt. Ltd., (2021) 9 SCC 449, that the order must bring the complaints to an end and give a solution to the problems.
When does an acquisition or merger need the Competition Commission's approval?
A deal is a combination if the parties cross the asset or turnover thresholds in Section 5 of the Competition Act, 2002, which the Central Government revises by notification, or if the deal value exceeds ₹2,000 crore and the target has substantial business operations in India. Notice is given to the Competition Commission of India under Section 6 after the board approves the merger or the deal documents are signed, and the deal cannot take effect until the Commission approves it or 150 days pass. The Commission then examines whether the deal is likely to cause an appreciable adverse effect on competition within the relevant market in India.
Does foreign investment in an Indian company need approval?
Sectors that are not restricted allow foreign investment up to 100% under the automatic route; some sectors need prior government approval or have caps. The framework is the Foreign Exchange Management Act, 1999, whose Section 6 lets the Central Government and the Reserve Bank set which capital account transactions are allowed and the conditions on them. An Indian company that issues shares to a non-resident reports the issue to the Reserve Bank in Form FC-GPR within 30 days.
When must a company hold its annual general meeting?
Under Section 96 of the Companies Act, 2013, the first AGM is held within nine months of the end of the first financial year, and later AGMs within six months of the end of each financial year, with no more than fifteen months between two AGMs. The Registrar can extend the time for any AGM other than the first by up to three months. The financial statements adopted at the meeting are filed with the Registrar within 30 days, under Section 137.
Who must be a designated partner of an LLP?
Every limited liability partnership needs at least two designated partners who are individuals, and at least one of them must be resident in India, under Section 7 of the Limited Liability Partnership Act, 2008. For this test, a resident is someone who has stayed in India for at least 120 days during the financial year.