Company Law Practice
Corporate laws cover the legal aspects of businesses related to incorporation; business operations and development of companies who have separate legal entity are incorporated or registered under the provisions of company law, with limited liability for its shareholders. Shareholders control the company through a board of directors which, in turn, typically delegates control of the company’s day-to-day operations to a full-time executive. In managing corporate legal aspects, one has to understand the unique environment in which they operate to achieve key business objectives.
The Companies Act, 2013 governs the functioning of the Bodies Corporate in India and regulates their functioning right from their incorporation, to its winding up or dissolution. All the corporate activities along with the management and holding of a body corporate have to function in accordance to the provisions of the Act only.
A significant component of this practice and area of experience is corporate legal advisory and transactional practice which covers advising on day-to-day business legal issues, diverse corporate legal affairs, formation of legal entities in India and overseas, corporate transactional matters, commercial contracts and documentation.
We provides a broad spectrum of corporate and business affairs and transactions which includes the legal & financial issues concerning inbound and outbound investments, strategic alliances and collaborations including;
1. Structuring of investment vehicles;
2. Subsidiaries & Joint Ventures;
3. Technology transfers & licensing;
4. Technical assistance & Services Arrangements;
Incorporation/Set-up a New Business
Choosing the Legal entity of Business
Choosing a business is very important and crucial as it is connected with growth strategy and flexibility.
A business can be started and organized in various forms. Each form has its own pros and cons. The ultimate choice depends upon balancing the advantages and disadvantages of the various forms. The right choice is very crucial because it determines the capital requirement, scope, capacity, power, control, risk and responsibility of the entrepreneur as well as the division of profits and losses.
Few factors that one should consider while making a choice of right business are:
The nature of business is the most considerable factor. Direct services like Property Dealers, restaurants and professional services like doctors, lawyers, Chartered Accountants, Management Consultants are generally organised as proprietary concerns. While, businesses requiring pooling of skills and funds like accounting firms are better organised as partnerships. Manufacturing organisations of large size are more commonly set up as private and public limited companies. Information technology companies have been typically associated with private limited and more recently startups are going ahead with LLP.
Size of business operations i.e. volume of business (large, medium, small) and size of the market area (local, national, international) served are the key factors. Large scale enterprises catering to national and international markets can be organised more successfully as private or public companies. Small and medium scale firms are generally set up as partnerships and proprietorship. Similarly, where the area of operations is wide spread (national or international), company ownership is appropriate. But if the area of operations is confined to a particular locality, partnership or proprietorship will be a more suitable choice.
The level of control desired by the owner(s). A person who desires direct control of business, prefers proprietorship, because a company involves separation of ownership and management.
· Amount of capital required for the setting up and running of a business. A partnership may be converted into a company when it grows beyond the capacity and resources of a few persons and may further comes up with an IPO (Initial Public Offer) later on.
· The quantum of risks and liabilities as well as the willingness of the owners to bear it, is also an important consideration.
· Comparative tax liability.
· Clairvoyant helps in selecting the type of legal entity and the area of operations to optimize business profits by comparing various parameters like legal status, tax liability, profit sharing, quantum of risk and liability, legal and statutory compliances, environmental factors and compliances, benefits and subsidies by government, area and nature of business, benefits of local areas etc.
· Drafting of Project reports
· Application for Bank Loan
Private Limited Company
Advantages of a Private Limited Company includes:
· Stakeholders are not typically liable for corporate debts and liabilities.
· Less number of compliance requirements.
· Ability to issue to ESOPs, sweat equity and other incentives which help attract best of talents.
· Easier to raise investments and corporate loans. Investors prefer only Pvt. Ltd. companies. If you do not have one, they may ask you to convert your business to Pvt. Ltd. Co. before releasing investments.
· Flexibility to raise investments or loans from NRIs and Foreigners.
· High credibility and branding.
· Offers transparency at various levels.
· Incorporation of a private limited company, appointment of directors, Issuing of Digital Signature Certificate (DSC)
· Drafting and vetting of various legal documents including Memorandum of Association (MOA), Article of Association (AOA)
· ROC compliances and returns
· Tax structuring
· Drafting and vetting of SHA(Shareholders Agreement), SSA (Share Subscription Agreement)
· Financial Due Diligence for Joint Ventures, Private Equity, Take Overs, Amalgamation, Mergers and Acquisition etc.
Public Limited Company
A Public Limited Company is a Company limited by shares in which there is no restrictions on the maximum number of shareholders. It can offer its shares or debentures to Public and can make or accept deposits from Public and there are no restrictions on the transfer of shares. The liability of each shareholder is limited to the extent of the amount of shares subscribed. However, the liability of a Director / Manager of such a Company can at times be unlimited.
·Incorporation of a private limited company, appointment of directors, Issuing of Digital Signature Certificate (DSC)
· Advisory services for Initial Public Offer (IPO)
.Drafting and vetting of various legal documents including Memorandum of Association (MOA), Article of Association (AOA)
·ROC compliances and returns
.Drafting and vetting of SHA(Shareholders Agreement), SSA (Share Subscription Agreement)
·Financial Due Diligence for Joint Ventures, Private Equity, Take Overs, Amalgamation, Mergers and Acquisition etc.
LLP Registration in India (Limited Liability Partnership)
LLP is catching momentum as it has very good mix of various policies and guidelines to suit startups, professionals and other services based companies. It offers protection of personal assets against company debts & liabilities and has lower compliance requirements. Other advantages includes:
·Stakeholders are not typically liable for corporate debts and liabilities.
· Higher tax savings. Profits distributed to stake holders are not subjected to double taxation
· It has perpetual succession. Partners can be changed at any point and the company continues to exist
·Low setup costs
Our Services :
Registration of LLP
Drafting and vetting of LLP Agreements
Preparation of annual returns
Registration of NGO / Charitable Trust /Society/ Section 8 Company in India
A non-governmental organization (NGO) is a legally constituted organization created by natural or legal persons that operates independently from any government. Also known as Non-profit organizations or NPO. A NPO is an organization that does not distribute its surplus funds to owners or shareholders, but instead uses them to help pursue its goals. Examples of NPOs include charities (i.e., charitable organizations), trade unions, trade associations and public arts organizations.
Non-profit organisations in India (a) exist independently of the state; (b) are self-governed by a board of trustees or ‘managing committee’/ governing council, comprising individuals who generally serve in a fiduciary capacity; (c) produce benefits for others, generally outside the membership of the organisation; and (d), are ‘non-profit-making’, in as much as they are prohibited from distributing a monetary residual to their own members.
Whether a trust, society or section-25 company, the Income Tax Act gives all categories equal treatment, in terms of exempting their income and granting 80G certificates, whereby donors to non-profit organisations may claim a rebate against donations made. Foreign contributions to non-profits are governed by FC(R)A regulations and the Home Ministry.
Formation and Registration of a Non -Profit organisations in India
3) Section-8 Company
A public charitable trust is usually floated when there is property involved, especially in terms of land and building. Validity extends only in original state it was registered in. The main instrument of any public charitable trust is the trust deed, wherein the aims and objects and mode of management (of the trust) should be enshrined. A trust needs a minimum of two trustees; there is no upper limit to the number of trustees. It is exempt from Income Tax only in the state registered and 80G is applicable.
The following societies can be registered under the Act: ‘charitable societies, military orphan funds or societies established at the several presidencies of India, societies established for the promotion of science, literature, or the fine arts, for instruction, the diffusion of useful knowledge, the diffusion of political education, the foundation or maintenance of libraries or reading rooms for general use among the members or open to the public, or public museums and galleries of paintings and other works of art, collection of natural history, mechanical and philosophical inventions, instruments or designs.’
The main instrument of any society is the memorandum of association and rules and regulations (no stamp paper required), wherein the aims and objects and mode of management (of the society) should be enshrined. A Society needs a minimum of seven managing committee members. A society cannot have chapters (branches) outside state it is registered, although members could be from anywhere in India.
III. Section-8 Company
It can be established ‘for promoting commerce, art, science, religion, charity or any other useful object’, provided the profits, if any, or other income is applied for promoting only the objects of the company and no dividend is paid to its members. They need a minimum of three trustees.
Formation, registration u/s 12A and 80G of income tax act.
Drafting of Memorandum of Association (MOA)
Compliance Services under Indian Trust Act and Societies Registration Act
Consultancy on prevailing laws and regulations on Trust and societies in India
The present time is very competitive and challenging when corporate governance has become a necessity, and each company seeking to take governance initiatives for sustainability of the business,
Clairvoyant provide advisory services in matters relating to transparency and better governance norms. We have expert corporate advisers to implement efficient corporate governance and corporate social responsibility. We follow the techniques and schemes including investigation and due diligence on corporate governance for specific transactions, developing of internal code for better corporate governance and professional assistance on all types of regulatory compliances and assurances.
Corporate Social Responsibility
Capital Market and Security Law Practice
The Indian Capital market has grown exponentially in terms of resource mobilization, number of listed stocks, market capitalization, trading volumes, and investors’ base. Along with this growth, the profiles of the investors, issuers and intermediaries have changed significantly. The market has witnessed a fundamental institutional change resulting in drastic reduction in transaction costs and significant improvement in efficiency, transparency and safety. The measures taken by SEBI such as, market determined allocation of resources, rolling settlement, sophisticated risk management and derivatives trading have greatly improved the framework and efficiency of trading and settlement, making the Indian capital market qualitatively comparable to many developed markets.
Capital market is a significant segment of the Indian financial system bridging the gap between demand and supply of funds. Indian Capital Markets and those operating within its framework are subject to stringent and complex regulatory controls of SEBI and Stock Exchanges. With the surge in market activities, the regulators have also tightened control measures like investigations, enquiries, inspections and adjudications on various market intermediaries as well as on listed companies.
The Firm has a leading Capital Markets & Securities Laws practice that covers the entire spectrum of Capital Markets transactions, regulatory and compliance matters, and securities litigation.
·Advisory & Opinions on Securities Laws and Capital Market issues
·Advisory on regulatory compliances
· Advisory towards Investigations & Inspections of Listed Companies & Market Intermediaries
·Advisory, Appeals & Representation in SEBI, SAT, High Court & Supreme Court Matters
· Compounding & Settlement of matters through consent before SEBI, SAT & Exchanges
· Registration & Licensing Services for various Market Intermediaries
· Arbitration proceedings at Stock Exchanges
· Handing investment related issues of investors including FIIs, VCFs and HNIs etc.