Corporate Advisory & Business Setup

The structure is chosen once and lived with for years. The filings that follow are mechanical; the choice before them is not.

• Private limited company: What institutional investors can subscribe to and what options can be granted over. Incorporation runs from digital signatures through SPICe+ to the certificate of incorporation, with PAN, TAN, and the PF, ESI and GST registrations that come with it.
• Limited liability partnership: No second layer of tax on distribution to partners, lighter annual compliance, and no route for equity investors. The agreement is the whole of the governance, so profit sharing, admission and retirement of partners and the exit mechanic are drafted rather than adopted from a template.
• One person company and section 8 company: For a sole founder, and for a not-for-profit where the licence conditions and the application of income both have to be got right at the start.
• A foreign parent entering India: A wholly owned subsidiary, a branch, a liaison office or a project office are four different tax and exchange-control positions, not four names for the same thing. A liaison office may not earn income; a branch creates a permanent establishment. We take that decision before the entity exists, because changing it afterwards is a transaction.

Secretarial compliance is invisible until somebody looks. A lender, an investor's counsel or a buyer's diligence team is what looking means, and by then the gap is already in a report.

• Annual filings: AOC-4 for the financial statements and MGT-7 or MGT-7A for the annual return, with ADT-1 for the auditor's appointment, DPT-3 for deposits and amounts not treated as deposits, and DIR-3 KYC for every director holding a DIN.
• Significant beneficial ownership: Declarations under section 90 in BEN-1 and the company's return in BEN-2. This is among the most frequently missed filings and among the first a buyer's lawyer asks for, because it goes to who actually owns the company.
• MSME and section 43B(h): The half-yearly MSME Form 1 for amounts owed to micro and small enterprises beyond the time allowed. The same facts drive section 43B(h), under which a payment to a micro or small enterprise outside that period is deductible only in the year it is actually paid — a tax cost created by the payables ledger rather than by any tax decision.
• Registers, minutes and secretarial standards: Statutory registers written up, board and general meeting minutes maintained to SS-1 and SS-2, and resolutions filed where the Act requires them. Reconstructing a minutes book under diligence pressure is both expensive and visible.

Exchange control is a filing regime with short clocks. Almost every problem we are brought is a late filing rather than a prohibited transaction, and the two are compounded very differently.

• Inbound investment: Whether the sector is on the automatic route or needs approval, the caps and conditions attached to it, and Press Note 3 for an investor from a country sharing a land border with India — which looks through to the beneficial owner and is a question of fact rather than of the cap table's first row.
• The reporting clocks: Form FC-GPR within thirty days of allotment, FC-TRS within sixty days of a transfer between a resident and a non-resident, and the annual Foreign Liabilities and Assets return by 15 July. Late submission is compoundable, and the fee is the smaller cost; the larger one is that a lapse sits in the diligence report of the next round.
• Outbound investment: Overseas direct investment and overseas portfolio investment under the Overseas Investment Rules and Regulations of 2022, the financial commitment limits, and the Annual Performance Report for every overseas entity.
• Valuation certificates: The pricing guidelines require a valuation on issue or transfer of shares to or from a non-resident, certified as the regulation specifies. We prepare the working so it holds up when it is read years later, not merely on the day it is filed.
• External commercial borrowings: Eligibility, end-use restrictions, the all-in-cost ceiling, and the monthly ECB-2 return.

A business usually outgrows its bookkeeping well before it can justify a full-time finance head. The gap between those two points is where most avoidable damage is done.

• Management reporting that is actually read: A monthly pack with the three or four numbers that decide something, against budget, within a fortnight of the month closing. A perfect report delivered in the second month is a historical document.
• Cash flow and working capital: Receivable ageing, inventory holding and the payables position monitored as a cycle rather than a balance, including the micro and small enterprise ageing that drives both MSME Form 1 and the section 43B(h) deduction.
• Budgeting and forecasting: A plan the bank, the board and the owner are all working from, with the variances explained rather than restated.
• Internal controls: Authorisation limits, segregation of duties, bank and vendor master controls. Most revenue leakage we have found was permitted by a control that had never existed rather than by one that failed.
• Where capital is the constraint: Where the need is term debt or working capital limits rather than reporting, that is a separate exercise — see project financing and debt syndication.

The difference between two structures for the same commercial deal is frequently larger than anything negotiated on price. It is decided early, by people looking at the business rather than at the Act.

• Share purchase against asset purchase: A share purchase carries the history, including the tax and litigation history, and preserves the registrations and contracts. An asset purchase leaves most of the history behind and attracts its own indirect tax and stamp duty treatment. What the buyer is willing to inherit is the real question.
• Slump sale: A transfer of an undertaking for a lump sum under section 50B, where the capital gain is computed on net worth as defined and the fair value is determined under the prescribed rule. Itemised values assigned in the agreement do not make it an itemised sale, and the reverse is also true.
• Amalgamation and demerger: The exemptions under section 47 and the conditions attached to them, and the carry-forward of accumulated loss and unabsorbed depreciation under section 72A — where, for amalgamations effected on or after 1 April 2025, the successor carries the loss only for what remains of the original eight-year window rather than starting afresh. That change alters the arithmetic of deals that were previously driven by it.
• Consideration other than cash: Shares issued as consideration, earn-outs and deferred consideration each have a timing and a valuation question, and section 56(2)(x) sits on the receiving side of all of them.
• Stamp duty: On the instrument, which varies by state and by what is being transferred, and which is the one cost that cannot be restructured after signature.

A structure that works on paper still has to clear the authorities that have to clear it, and the timetable is usually set by the slowest of them.

• Schemes before the NCLT: Amalgamations, demergers and reductions of capital under sections 230 to 232, with the valuation report, the creditors' and members' meetings, and the sectoral regulator and Income Tax Department objections that the process invites.
• Competition Commission: The asset and turnover thresholds, the de minimis exemption for smaller targets, the green channel for transactions with no overlap, and the deal value threshold introduced in September 2024 for transactions above the prescribed value where the target has substantial business operations in India. Gun-jumping is penalised separately from the merits.
• Exchange control approvals: Where the sector, the investor or the pricing takes the transaction off the automatic route, and the deferred consideration and indemnity escrow limits that FEMA imposes on a cross-border share transfer.
• Conditions precedent and completion: Who delivers what, in what order, on the day. We prepare the completion checklist and sit on the closing rather than handing over a memorandum about it.