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Corporate Law & Secretarial

Company Law Advisory — Answers Before You Act

Most company law problems are decisions taken without advice, not advice taken badly. We give boards and promoters clear, written answers on Companies Act questions — structuring, related parties, director duties, shareholder rights — before the decision, when the answer is still cheap.

48 hrsstandard turnaround on written opinions
Writtenevery opinion — verbal advice evaporates
2,000+opinions delivered across mandates
Boardsadvised directly, not through intermediaries

What is company law advisory, in plain words?

Company law advisory is the practice of answering "can we do this, and how" under the Companies Act, 2013 — before the company does it. Share issuances, related-party transactions, director appointments and removals, dividend decisions, inter-corporate loans, board composition: each has statutory conditions, procedural requirements, and consequences for getting them wrong.

The value is timing. An opinion obtained before the transaction shapes it correctly; an opinion obtained after is damage assessment. The fee is the same — the difference is what it buys you. Boards that institutionalise "ask first" rarely need "fix it later."

How do you know you need this?

Signal 01

Boards facing decisions with legal dimensions — which is most significant decisions. Fundraise structuring, related-party contracts, director changes, dividend declarations, and anything involving shareholder rights. If the decision will be minuted, it deserves advice first.

Signal 02

Promoters navigating shareholder dynamics: minority rights, buyout mechanics, deadlock provisions, family settlements with corporate implications. These situations deteriorate fast without clear legal footing — early advice keeps commercial negotiations from becoming legal disputes.

Signal 03

Companies entering transactions where the counterparty has advisors and you don't. Asymmetry of advice is asymmetry of outcome; the other side's lawyers are not looking after your interests.

What we actually do.

1

Written legal opinions

Clear, reasoned opinions on Companies Act questions — what the law permits, what it requires, and what the risks are. Written, referenced to sections and rules, and structured so a non-lawyer director can follow the reasoning. An opinion you can put before the board.

2

Transaction structuring advice

How to structure the share issuance, the related-party deal, the inter-corporate loan, the dividend — so the commercial intent survives the statutory requirements. Structure follows advice, not the other way round.

3

Board and shareholder matters

Director duties and liabilities, removal procedures, shareholder meeting mechanics, voting rights and class rights. The governance questions that arise between meetings, answered before the next one.

4

Related-party transaction guidance

Section 188 compliance — what needs board approval, what needs shareholder approval, what needs disclosure, and how to document arm's length. RPTs are where boards most often trip; we keep you on the right side of the line.

5

Retainer advisory

Ongoing access: questions answered as they arise, typically within 48 hours, with a monthly cap that keeps it economical. For companies that generate steady legal questions but not enough for in-house counsel.

What it costs, and how long it takes.

How long it takes

Single opinions are fixed-fee, quoted on the question's complexity — most standard opinions deliver within 48 hours. Retainers are monthly, scaled to question volume, and include the quick calls that prevent the big problems.

What it costs

The economics are straightforward: one prevented bad decision pays for years of advisory. We price to make "ask first" the path of least resistance.

Where we see this go wrong.

Watch out

Acting on corridor advice

"Our auditor said it should be fine" is not an opinion. When the decision is challenged — by a shareholder, a regulator, or a diligence team — only a reasoned, written opinion counts. Corridor advice evaporates; paper endures.

Watch out

Related-party informality

The family company where related-party transactions happen without approvals or documentation. Section 188 has teeth, and related-party informality is the single most common governance qualification we see in diligences.

Watch out

Assuming the articles cover it

Articles drafted at incorporation rarely anticipate the company’s actual life. Relying on generic articles for specific situations — class rights, transfer restrictions, deadlock — is how disputes start.

How the engagement works.

Step 01

Question

You send the facts and the question. We clarify what we need — advice is only as good as the facts it's based on.

Step 02

Analysis

We research the provisions, rules, and relevant precedents. Complex questions get a second-pair-of-eyes review.

Step 03

Opinion

Written opinion: the answer, the reasoning, the risks, and the recommended course. Structured for board use.

Step 04

Follow-through

We stay available for the implementation questions the opinion generates — because they always generate some.

Questions we hear.

Standard opinions within 48 hours. Complex multi-issue opinions take longer — we'll tell you upfront.

For board decisions, yes. Directors need to show they acted on advice; "someone told us" doesn't survive scrutiny. The opinion also protects the advisors who recommended the course.

No — we handle company law advisory; litigation and specialised matters go to counsel we coordinate with. Think of us as the company law brain, not the courtroom.

Yes — drafting, amendment, and interpretation. Articles should be a working document, not incorporation residue.

We advise on rights and mechanics; active disputes needing representation go to litigation counsel, which we help you brief properly.

Yes — monthly, with a defined question volume. Most clients find the retainer pays for itself in prevented mistakes within the first quarter.

Yes — with recording and procedural safeguards, except for restricted items like approving annual financials, which need physical presence.

Board resolution plus DIR-12 within 30 days, with DIN and consent letters in hand first. A day's work if the paperwork is ready; a month's mess if it isn't.

Board approval always; shareholder approval above prescribed thresholds. And the definition of 'related party' is wider than most boards think.

Yes — whole-time directors are both. The appointment terms, remuneration approvals, and disclosures just need handling properly.

Corporate Law & Secretarial

Start with a conversation.

Talk to a partner about your situation — no pitch, no obligation. If we're not the right firm for it, we'll tell you that too.

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