Every business decision you make operates inside a legal structure, and we make sure yours is built right before it is ever tested.
Every business decision you make operates inside a legal structure, and we make sure yours is built right before it is ever tested.
The structure you choose on day one determines your tax efficiency, liability exposure, and exit options for years to come. We advise on companies, LLPs, joint ventures, subsidiaries, and branch offices for foreign investors, ensuring every entity is built for what comes next.
Good governance is not about ticking boxes. It is about building a decision making framework that protects the board, satisfies regulators, and gives investors confidence. Board advisory, compliance frameworks, related party transaction policies, audit committee structuring, and independent director appointments.
The best partnerships have the clearest agreements. We draft and negotiate shareholders agreements, investment documentation, term sheets, and ancillary transaction documents that anticipate disputes before they arise.
Every supply agreement, distribution arrangement, licensing deal, and service contract carries hidden risk. We draft contracts that allocate risk precisely, reflect commercial reality, and stand up when tested.
MCA filings, annual compliance, statutory registers, and ongoing secretarial support. Compliance failures attract penalties, disqualify directors, and trigger strike off proceedings. We make sure none of that happens.
Every engagement is read through three lenses at once, so the advice fits the technology, the commercial intent and the statute together.
We start by understanding your industry, your operational requirements, and how your technology deployments interact with regulatory frameworks. A SaaS company and a manufacturing unit need fundamentally different corporate structures.
Legal structures must serve business objectives. We align entity formation, governance frameworks, and contractual arrangements with your investment timelines, exit strategies, and commercial realities.
Companies Act, SEBI regulations, FEMA, competition law, and sectoral restrictions. We ensure compliance while protecting your interests at every stage of the corporate lifecycle.
The Companies Act 2013 was not just a legislative update. It was a fundamental reset of how businesses operate in India. Enhanced governance requirements, stricter related party transaction norms, expanded director duties, new entity types like one person companies, and significantly strengthened enforcement through the Serious Fraud Investigation Office and National Company Law Tribunal.
Most law firms treated this as a compliance exercise. We treated it as an opportunity to rebuild corporate frameworks from the ground up. Because the firms that understood the 2013 Act earliest gave their clients a structural advantage that competitors are still trying to close.
Foreign direct investment into India exceeds $80 billion annually. Every dollar flows through a corporate structure that must satisfy FEMA requirements, sectoral caps, reporting obligations, and pricing guidelines. Whether you are establishing a wholly owned subsidiary, forming a joint venture with an Indian partner, or acquiring an existing business, the precision of your legal execution determines whether your India strategy succeeds or stalls.
Corporate governance has become the dividing line between companies that attract capital and companies that struggle to. Independent director requirements, audit committee mandates, vigil mechanisms, and related party transaction disclosures are not bureaucratic overhead. They are signals to investors, regulators, and markets. Companies that build governance frameworks early operate with confidence. Companies that retrofit them operate under pressure.
Commercial contracts form the operational backbone of every business relationship. Supply agreements, distribution arrangements, licensing deals, service contracts, and technology agreements must allocate risks appropriately, address regulatory requirements, and remain enforceable through dispute resolution mechanisms. A contract that reads well but cannot be enforced is not a contract. It is a liability.
The statutes, rules and regulators that govern this practice. We track every amendment, circular and ruling so the position you take today still holds tomorrow.
The Companies Act 2013 governs incorporation, governance, meetings, accounts, audit, restructuring, and winding up. Key compliance includes annual MCA filings (MGT 7, AOC 4), board meeting frequency, statutory registers, and disclosure obligations. The Act creates categories of companies (private, public, listed, small, OPC) with differentiated compliance requirements.
SEBI regulations add layers of complexity for listed companies and those accessing capital markets. The LODR Regulations mandate continuous disclosure, corporate governance standards, and specific compliance for related party transactions, material subsidiaries, and board composition. Even private companies planning eventual listings must consider SEBI requirements in their governance frameworks today.
FEMA and RBI regulations govern foreign investment and cross border transactions. The consolidated FDI Policy specifies sectoral caps, conditions, and approval requirements. Transfer pricing regulations under the Income Tax Act add another compliance dimension for cross border related party transactions.
The Competition Act 2002 regulates anti competitive agreements, abuse of dominance, and combinations. CCI approval is required for transactions exceeding specified thresholds. Recent amendments strengthening CCI powers and introducing settlement mechanisms require businesses to maintain competition law compliance as part of their governance framework.
We apply the TCL Framework to every corporate engagement. Technical understanding of the client’s industry and operations comes first. Commercial alignment with business objectives comes second. Legal execution comes third. In that order.
For entity structuring, we begin with a comprehensive assessment of business activities, investment sources, exit plans, and regulatory requirements. We evaluate multiple structuring options before recommending the one that serves both immediate needs and long term objectives.
Our corporate governance advisory starts with a gap analysis against applicable requirements. We then develop tailored governance frameworks including board charters, committee terms of reference, policies, and compliance calendars. Implementation support includes director training and ongoing monitoring.
For commercial contracts, we follow a structured process: understanding commercial terms, identifying regulatory implications, drafting with appropriate risk allocation, negotiating with counterparties, and ensuring proper execution. We do not deliver template contracts. We deliver instruments that reflect the commercial reality of each transaction.
When establishing operations in India, foreign companies should build realistic timelines. Incorporation takes 15 to 20 days with documentation ready. But securing bank accounts, registrations, and operational licenses extends operational readiness to 45 to 60 days. Planning for this prevents commercial disruption.
Director compliance requires ongoing attention. Annual KYC confirmation is mandatory. Director disqualification triggers (non filing for three years) create liability for continued directorship. Organizations should maintain director compliance as part of their governance calendar.
Related party transactions demand particular attention. While private companies have relaxed approval requirements, arms length pricing, proper documentation, and audit trail maintenance remain essential. For groups with listed entities, the entire group’s RPT framework must satisfy SEBI requirements.
Shareholders agreements should be negotiated with clear understanding of enforceability limitations. Exit mechanisms, deadlock provisions, and dispute resolution clauses should be practically implementable, not just legally drafted. A provision that cannot be enforced is worse than no provision at all.
Short, direct, on the record.
It depends on your activities, investment quantum, repatriation plans, and sector. Options include wholly owned subsidiaries, joint ventures, branch offices, liaison offices, and project offices. Each has distinct regulatory, tax, and operational implications. We evaluate every option against your specific business case before recommending a structure.
At least four board meetings each year with not more than 120 days gap between consecutive meetings. The first meeting must be held within 30 days of incorporation. Small companies and one person companies have relaxed requirements of two meetings per year.
Board and general meetings, annual returns and financial statements filed with MCA, statutory registers, director KYC compliance, and timely disclosure of significant events. Non compliance attracts penalties and can impact director eligibility for years.
Private companies are governed by the Companies Act with limited liability for shareholders. LLPs combine partnership flexibility with limited liability. Key differences include minimum capital requirements (none for LLP), compliance burden (lower for LLP), and tax treatment (LLP taxed as partnership). The right choice depends on your business model, funding plans, and exit strategy.
Most sectors permit 100% FDI under the automatic route. Restricted sectors like insurance, banking, defence, and e commerce require government approval through relevant ministries. All FDI must comply with FEMA pricing guidelines, reporting requirements, and sector specific conditions.
Private companies must disclose related party transactions but are exempt from prior board or shareholder approval requirements that apply to public companies. However, transactions must be at arms length and properly documented. Certain transactions with directors still require board approval under Section 188.
Delayed filings attract additional fees calculated per day of delay. Continued non compliance can result in the company being marked for striking off, director disqualification, and penalties on the company and officers in default. Serious defaults may require compounding applications.
Effective deadlock provisions include escalation mechanisms, mediation requirements, shotgun clauses, put and call options, and dissolution triggers. The choice depends on shareholder relationship, stake sizes, and business criticality. Provisions must be commercially practical and legally enforceable.
Thousands of transactions. Clients ranging from first time founders to Fortune 500 multinationals. Our corporate practice is not built on theory. It is built on the accumulated experience of doing this work across every industry, every structure type, and every regulatory challenge India has produced.
Our pan India presence across 10 offices means we handle multi jurisdictional compliance as a single coordinated engagement. Whether dealing with state specific requirements, regional RERA compliance, or coordinating filings across jurisdictions, our network ensures seamless execution.
The TCL Framework differentiates our approach. We do not provide legal opinions in isolation. We engage with your business context to ensure legal structures serve commercial objectives. Our corporate advisory integrates with our M&A, tax, employment, and regulatory practices to provide support across the entire corporate lifecycle.
A transaction is not a document but a decision that reshapes your company, and we make sure the reshaping works in your favour.
Financial transactions are governed by the most regulated framework in India, spanning RBI, SEBI, IRDAI, PFRDA and IBBI, where one misstep creates cascading compliance failures.
India has more regulatory frameworks than any comparable economy, and while compliance is never optional, it does not have to be overwhelming.
The strongest outcomes are built into the strategy at the start, not recovered from disputes later.