Corporate Law in India: Which Situation Are You Actually In?
Most corporate law problems do not announce themselves as such. They arrive as a director who wants to step down, an investor asking for a cap table, or an auditor noticing that no board minutes exist for two quarters. This guide works from those triggers rather than from a service catalogue. For each one it sets out what tends to go wrong if it is left alone, which part of PNPC Global's Corporate Law practice deals with it, and what to have ready before you call.
Requirements under the Companies Act 2013, the LLP Act and the MCA's rules change from time to time. Wherever a form, window or threshold matters, confirm current requirements with PNPC or the official source rather than relying on any summary, this one included.
A director is joining, leaving or being removed
Board changes are often handled informally. Someone stops attending, sends a message saying they are out, and the company carries on. Meanwhile the MCA master data still shows them as a director, the former director may struggle to prove the date they ceased to hold office, and the company's next filing will not match reality.
The Appointment, Resignation & Removal of Directors service covers the board resolution or shareholder approval, the consent and disclosure documents, and the ROC filing that follows. Removal is the delicate one, because the director concerned has procedural safeguards that cannot be skipped.
Prepare: the director's DIN and identity documents, the Articles as currently in force, the last set of board minutes, and, for a resignation, the resignation letter with its date. If the outgoing person was also a signatory on bank or statutory accounts, list those too.
A related, quieter trigger is a director whose DIN has been deactivated. It usually means a periodic director KYC filing was missed. MCA has changed how often this is required, so confirm the current cycle for each director with PNPC or the MCA, and it surfaces at the worst moment, typically when a new appointment or filing is attempted. Director KYC and DIN reactivation applies to every DIN holder, including people who no longer sit on any board. Ask each director whether they hold any DIN they have forgotten about.
Shares are being issued, split or transferred
New investors, an employee allocation, or a family reshuffle all change who owns what. Three separate things get blurred here, and they need to be kept apart.
The company needs room to issue. If authorised capital is too low, or the Articles say something inconsistent with the deal, nothing can be allotted validly. Increase / Change in Share Capital handles the resolutions and filings for raising authorised capital, sub-division, consolidation and rights issues. Sequence matters: a capital change filed out of order with an allotment can mean refiling everything.
The Articles may need to change first. Investors often want transfer restrictions, information rights or board seats written into the constitution. MOA & AOA Amendment covers the special resolution and the ROC filing.
A transfer of existing shares is a legal act, not a handshake. Share Transfer & Dematerialisation of Shares covers the transfer instrument, stamping, the update to the register of members, and dematerialisation where it applies to your company. If one party is a non-resident, ask early about the foreign exchange rules, because those can alter the price, the paperwork and who signs what.
Prepare: the current cap table, the latest register of members, the draft term sheet or share purchase agreement, and every resolution passed on capital so far.
A foreign or institutional investor is about to arrive
This trigger sits across several services, which makes it easy to under-prepare for. An investor's counsel will test the register of members, the Articles, the statutory filings history and the ownership trail behind your shareholders. Two workstreams are usually worth starting before the term sheet is signed.
The first is disclosure of who ultimately owns and controls the shareholding. Beneficial Ownership (BEN-2 / SBO) Filings involves tracing ownership through holding companies, trusts and partnerships to the individuals behind them. Where the chain is long or foreign, this takes real time, and gaps here can affect the shares themselves, not just attract a fine.
The second is a valuation that fits the regulatory purpose. See Valuation for Fund Raising, M&A & Regulatory Compliance. The methodology and the certifier both depend on whether the transaction is inbound, outbound or domestic, so state that up front.
Board meetings are irregular and the paper trail is thin
A company that has functioned well commercially can still have a governance record that would embarrass it in diligence: notices without agendas, minutes written months later, resolutions passed "by circulation" with no circulation. The consequences are practical. A bank or investor questions whether a decision was validly taken, and directors cannot easily evidence that they discharged their duties.
Corporate Secretarial Services covers convening and minuting board and general meetings, drafting resolutions, and keeping the statutory registers current. Statutory registers are the item most often out of date, because they only change when someone remembers to write in them. Ask whoever maintains yours when each was last updated and from what source.
For listed companies and for those above the prescribed size or borrowing levels, a secretarial audit by a practising company secretary is mandatory. Other companies can commission one as an independent review of compliance, separate from whoever keeps the records. Either way, see Secretarial Audit; it is only useful if the board will act on the findings.
The year is closing, or the company is newly incorporated
Two calendar-driven triggers are easy to forget. Companies with share capital that have just been incorporated have a declaration to make before they can validly begin operating; see Commencement of Business Certificate (INC-20A). Established companies have an annual cycle of meetings and filings covered by Annual Compliance for Pvt Ltd, OPC & Section 8 Companies, while limited liability partnerships follow a different set under Annual Compliance for LLPs.
Prepare: finalised accounts or a clear date for them, the last AGM notice and minutes, and a list of every event during the year that might need its own filing, such as an allotment, a loan against company assets or an auditor change. Event-Based Filings exists because those events run on their own clocks, independent of the annual calendar.
The board wants a system, not a fix
When compliance lives in one person's head, the governance advisory services apply: Corporate Governance Framework Design, Board Constitution, Independent Director & Audit Committee Advisory and Compliance Monitoring Framework. Bring the current board composition, the list of committees, and whatever tracker you use today, even if it is a spreadsheet.
Where people commonly go wrong in this area
- Treating the filing as the event. The corporate action is the resolution, the meeting or the signed instrument. The MCA form only reports it. A form filed for a decision that was never properly taken does not repair the decision.
- Doing steps in the wrong order. Capital before allotment, Articles before the investor's rights, approval before the transfer. Most refilings trace back to sequencing.
- Assuming a former director is free of obligations. A DIN stays allotted after someone leaves a board, and its KYC obligation continues until the DIN is surrendered; a resignation that was never reported also leaves the public record wrong.
- Leaving LLPs out of the picture. LLPs have their own partner-change and annual filing regime, and applying company practice to them does not work. See Changes to LLP Partners & Agreement.
Talk to PNPC about your situation
If you are not sure which of these describes you, or you are in two at once, that is normal. Start from the Corporate Law page, describe the event and send us the documents you already have. PNPC Global has been in practice since 1986, and a short conversation will tell you what needs doing first and what can wait.