- Commercial Contract Drafting, Review & Negotiation
- Master Service & Service Agreements
- Vendor, Supplier & Procurement Agreements
- Consultancy & Independent Contractor Agreements
- Agency, Distribution & Franchise Agreements
- Non-Disclosure & Confidentiality Agreements
- MoUs, Term Sheets & Letters of Intent
- Corporate Structuring & Governance
- Shareholders' Agreements
- Share Purchase Agreements
- Share Subscription & Investment Agreements
- Joint Venture & Strategic Collaboration Agreements
- Partnership & LLP Agreements
- Founders' Agreements
Corporate Structuring & Governance
Corporate structuring is the choice of legal form for a business, such as a private limited company, a limited liability partnership or a partnership, and how ownership and control are arranged within it. Governance is how decisions are then taken and recorded: board and shareholder meetings, approvals, registers and the company’s articles.
Companies are governed by the Companies Act, 2013 and LLPs by the Limited Liability Partnership Act, 2008. The structure affects who is liable for the business’s debts, how investors can come in, how profits are taken out and how much compliance the business carries each year.
When you need it
When starting a business
The form chosen at the start is the cheapest moment to get it right. Converting later is possible but takes time.
Before raising investment
Most investors invest only in a private limited company, and expect the shareholding, articles and records to be in order.
When adding a new business line or group company
A subsidiary, a separate entity or a division each have different consequences for liability and tax.
When a foreign company sets up in India
A subsidiary, an LLP, a branch office and a liaison office have different permitted activities and approvals.
When decisions have not been properly recorded
Missing minutes, unapproved transactions with directors and an out-of-date register of members surface during due diligence.
How the process works
Five stages. Timings are typical, not promised.
- 1
Understand the business and the people
A call or meetingEstablish who the owners are, what each contributes, how the business will be funded, whether outside investment is planned and where it will operate.
Documents
- Details of the founders or shareholders
- The current constitutional documents, if the entity exists
- The latest shareholding or capital structure
- 2
Compare the options
About a weekSet out the realistic options with the consequences of each for liability, ownership and transfer, funding, tax treatment and annual compliance, with a recommendation.
- 3
Draft the constitutional documents
One to two weeksPrepare or revise the articles of association, the LLP agreement or the partnership deed, so that they record how decisions are taken, how shares or interests can be transferred and what protects each owner.
- 4
Set the governance routine
Alongside the documentsSet a calendar for board and shareholder meetings, the approvals that need a resolution, delegation of authority and the registers to be kept.
- 5
Review existing records
Depends on the state of the recordsFor an existing company, review minutes, registers and past approvals, and put right what can be put right, by ratification or by the procedures the Act provides.
Common questions
A private limited company suits a business that will raise equity investment or issue shares to employees, at the cost of more compliance. An LLP is simpler to run and suits professional firms and owner-run businesses. Both give limited liability.
At least two directors and two shareholders, and no more than two hundred shareholders. At least one director must have stayed in India for 182 days or more in the financial year. One person can form a one person company.
Under section 173 of the Companies Act, a company holds its first board meeting within thirty days of incorporation and at least four a year, with no more than 120 days between two meetings. Small companies and one person companies need at least one in each half of the year.
Among others: changing the articles or the name, issuing shares other than to existing shareholders in proportion, appointing auditors and approving accounts, and certain transactions with directors and related parties. Some need a special resolution, passed by three-quarters of the votes.
Contracts between the company and its directors, their relatives or entities they control. Section 188 requires board approval and, above set thresholds, shareholder approval, unless the transaction is in the ordinary course of business and at arm’s length.
They are the company’s internal rules, binding on the company and its shareholders. Rights agreed between shareholders, such as restrictions on transferring shares, should be reflected in the articles to bind the company.
Yes. A partnership or an LLP can be converted into a company, and a private company into an LLP, under the procedures in the two Acts. Conversion has tax and stamp duty consequences, so it should be planned.
Related
To discuss structuring or governance, write to info@ireniclegal.com or call +91 96547 47331. Written by Adv. Kanika Marwaha Bindal; last updated 7 October 2026.