SBO declaration and ultimate beneficial owner
Corporate advisory work in India spans the Companies Act 2013, the SEBI regulations for listed entities, the Foreign Exchange Management Act 1999 for cross-border structures, and sector-specific legislation depending on the industry. Whether the matter involves board governance, related-party transactions, corporate restructuring, regulatory filings or shareholder disputes, the governing provisions must be identified with precision. AMLEGALS advises promoters, directors, boards and investors on governance, compliance and strategic transactions.
The Companies Act 2013 imposes fiduciary duties on directors (Sections 166–167), prescribes board and committee composition requirements, regulates related-party transactions (Section 188 and SEBI LODR for listed entities), and provides the framework for schemes of arrangement, reduction of capital, buyback and winding up. Non-compliance triggers penalties, director disqualification and, in some provisions, prosecution. AMLEGALS acts as standing corporate counsel for enterprises that require continuous advisory across these areas.
Advising boards and audit committees on fiduciary duties, director liability, board composition, independent-director requirements and governance best practices under the Companies Act 2013 and SEBI LODR.
Structuring and documenting related-party transactions to comply with Section 188 of the Companies Act 2013 and the SEBI LODR framework, including arm’s-length pricing and board and shareholder approvals.
Advising on schemes of arrangement, demergers, reduction of share capital, buybacks and other restructuring transactions under the Companies Act and NCLT processes.
Advising on the annual compliance calendar — ROC filings, board and general-meeting procedures, statutory registers, and the director KYC and DIN compliance cycle.
Advising on and representing clients in oppression-and-mismanagement proceedings (Sections 241–242), deadlock resolution and shareholder-agreement enforcement.
Structuring outbound and inbound investment, overseas direct investment under the FEMA (ODI) Rules 2022, and external commercial borrowings.
Section 166 of the Companies Act 2013 requires directors to act in good faith in the best interests of the company, its employees, the shareholders, the community and the environment. Directors must exercise due and reasonable care, skill and diligence, avoid conflicts of interest, and not achieve any undue gain. Breach of fiduciary duty can lead to penalties, disqualification and personal liability.
Under Section 188 of the Companies Act 2013, related-party transactions exceeding the prescribed thresholds require prior approval of the board by a resolution, and in certain cases (involving directors, KMP or their relatives, or exceeding turnover thresholds for listed entities) prior approval of the shareholders by special resolution. Listed entities must also comply with the SEBI LODR requirements.
A scheme of arrangement under Sections 230–232 of the Companies Act 2013 requires: (i) an application to the NCLT for directions to convene meetings, (ii) approval by the requisite majority of each class of creditors and members, (iii) a second NCLT hearing for sanction, and (iv) filing the NCLT order with the Registrar of Companies. The scheme becomes effective on the date specified in the order.
Yes. Under Section 164 of the Companies Act 2013, a director is disqualified if, among other grounds, the director has been convicted of an offence involving imprisonment of seven years or more, an order of disqualification has been passed, the company has not filed annual returns or financial statements for three continuous years, or the director has been a director of a company that failed to repay deposits or debentures.
No. No engagement is treated as accepted until conflicts, scope and terms are confirmed in writing. An initial discussion is confidential and is used only to understand the matter and assess fit.
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