COMPANY LAW & SECRETARIAL ADVISORY

Corporate Legal and Secretarial Advisory in India

Our team of Company Secretaries, Chartered Accountants and legal professionals advises Indian and foreign-owned businesses on every company law event, from incorporation, conversion and capital changes to MCA compliance and closure, under the Companies Act, 2013 and the LLP Act, 2008.

80+professionals: CSs, CAs and legal experts
30+countries our clients come from
6corporate law service areas
426client engagements completed in the last 5 years
01

What Is Corporate Legal and Secretarial Advisory?

Corporate legal and secretarial advisory covers the company law decisions and filings that change how a business is structured, owned or managed.

Typical events include setting up a company or LLP, bringing in foreign investors, changing directors or shareholders, increasing capital, moving the registered office, converting from one form of entity to another, and closing a business that is no longer needed. Each event has its own approvals, board and shareholder resolutions, MCA e-forms and, for foreign investment, FEMA reporting.

This page covers event-based advisory and structuring. For routine annual filings, board meetings and statutory registers, see our company secretarial services. Foreign companies planning their first move into India can start with our India entry strategy team.

02

Why Company Law Advisory Matters

  • Penalties for non-compliance are significant. Missed or incorrect MCA filings attract additional fees, and penalties for the company and its officers in default. Long gaps can lead to directors being disqualified or the company being struck off.
  • Foreign investment adds a second layer of law. Share allotments and transfers involving non-residents must follow FEMA pricing rules and be reported to the RBI, for example through Forms FC-GPR and FC-TRS.
  • Structural changes need the right approvals. Shifting the registered office to another state, or converting a public company into a private one, needs Regional Director approval. Getting the sequence right avoids rejections and delays.
  • Good drafting prevents disputes. Clear Articles of Association, shareholders' agreements and LLP agreements protect founders, investors and partners when things change.
03

Our Corporate Legal and Secretarial Services

1

Business Set-Up & Incorporation

  • Private and public company incorporation, including wholly owned subsidiaries of foreign companies
  • LLP incorporation with Indian and foreign partners
  • Liaison, branch and project offices of foreign companies
  • Drafting of MOA, AOA and LLP agreements
  • DSC and DIN for Indian and foreign directors
2

Conversions & Restructuring

  • Partnership firm or LLP into a company
  • Private company into public company, and vice versa
  • Company into LLP
  • Alteration of MOA and AOA
  • Support on mergers and amalgamations
3

Capital, Shareholding & Management Changes

  • Increase in authorised and paid-up capital
  • Allotment of shares to Indian and foreign investors (PAS-3, FC-GPR)
  • Share transfers between residents and non-residents (SH-4, FC-TRS)
  • Appointment and resignation of directors and designated partners
  • Significant beneficial ownership (BEN-2) filings
4

Registered Office & Regulatory Approvals

  • Shifting registered office within a city, within a state, or to another state
  • Applications to the Regional Director and Central Government
  • Representation before the ROC and MCA
  • Liaison with the RBI and other regulators
  • Compounding of offences and condonation of delay
5

Secretarial Practice & MCA Filings

  • Board and general meetings in line with Secretarial Standards SS-1 and SS-2
  • Statutory registers and minutes
  • Annual filings such as AOC-4, MGT-7, DIR-3 KYC, and LLP Forms 8 and 11
  • Event-based e-forms with the MCA
  • Corporate secretarial record maintenance
6

Agreements & Corporate Drafting

  • Shareholders' agreements
  • Share purchase and subscription agreements
  • Joint venture agreements
  • LLP agreements and amendments
  • Board resolutions, notices and legal opinions
04

Closing a Company or LLP in India

Closure is now governed by the Companies Act, 2013, the Insolvency and Bankruptcy Code, 2016 and the LLP Act, 2008. The right route depends on whether the entity has assets, liabilities or ongoing business.

RouteWhen it appliesKey filing / authoritySpeed & cost
Strike-off (company)No business in the preceding two financial years, or business never commenced, with all liabilities extinguishedForm STK-2 with the Registrar of Companies under Section 248Fastest and lowest-cost route
Voluntary liquidationSolvent company with assets to distribute that has not committed a defaultSection 59 of the IBC, through an insolvency professional and the NCLTModerate; suits companies with assets
Winding up by the TribunalSpecific grounds under Section 271, such as fraud or acting against national interestPetition to the NCLT, with an official liquidator appointedLongest and most expensive
LLP closureLLP not carrying on business for a year or moreForm 24 with the Registrar under the LLP RulesQuick, once all filings are up to date

Before closure, we bring pending ROC filings up to date, clear tax and GST registrations, and coordinate bank account closure. For foreign-owned entities, we also handle repatriation of surplus funds under FEMA.

05

How We Work

Understand the Event

We review your current structure, records and the change you want to make: set-up, conversion, capital change or closure.

Legal & Compliance Review

We check applicable provisions under the Companies Act, LLP Act and FEMA, and any pending filings or defaults.

Plan & Documentation

We share a step-by-step plan, then draft resolutions, agreements, notices and declarations.

Meetings & Approvals

We help you hold board and shareholder meetings, and obtain approvals from the ROC, Regional Director or NCLT.

Filing & Follow-Through

We file the MCA e-forms and RBI reports, respond to queries, and track each filing to approval.

Records & Ongoing Support

We update statutory registers and set up a compliance calendar so future deadlines are not missed.

06

Who We Advise

Indian subsidiaries of foreign companiesStartups & founder-led companiesFamily-owned businessesLLPs & professional firmsInvestors & PE-backed companiesLiaison, branch & project officesDormant entities seeking closure
07

Why Choose AAPT & Associates

  • CS, CA and legal expertise under one roof. Company law, tax and FEMA are handled together, so nothing is missed between advisers.
  • Experience with foreign-owned entities. We regularly handle cross-border share allotments, transfers and RBI reporting.
  • Business-focused advice. Practical recommendations across sectors, not just legal compliance.
  • Trusted legal network. For litigation and specialist corporate law matters, we work closely with reputed law firms in India and abroad, and refer you with confidence.
  • Global secretarial support. Through our international network, we support corporate secretarial needs outside India too.
  • Single point of contact. A dedicated manager coordinates every filing and approval.

Discuss Your Company Law Requirement

08

Frequently Asked Questions

What is the difference between corporate secretarial advisory and company secretarial compliance?
Secretarial compliance covers routine annual requirements such as board meetings, statutory registers and annual MCA filings. Corporate legal and secretarial advisory covers event-based and structural matters: incorporation, conversion, capital and shareholding changes, registered office shifts, restructuring and closure.
Can a foreign national be a director or shareholder of an Indian company?
Yes. Foreign nationals can be directors and shareholders of Indian companies, subject to FEMA and sectoral FDI rules. Every company must also have at least one director who has stayed in India for at least 182 days during the financial year. Foreign directors need a DIN and a digital signature certificate.
How can a company shift its registered office to another state?
Shifting the registered office to another state needs a special resolution of shareholders, approval of the Regional Director under Section 13 of the Companies Act, 2013, and the related e-forms. Within the same city, a board resolution and Form INC-22 are usually enough.
Can a partnership firm or LLP be converted into a company?
Yes. A partnership firm or LLP can be converted into a company under Section 366 of the Companies Act, 2013, by filing the prescribed forms with the ROC. A private company can also be converted into an LLP, and a public company into a private company with Regional Director approval.
What is the fastest way to close a dormant company in India?
For a company with no business, assets or liabilities, strike-off under Section 248 by filing Form STK-2 is usually the fastest and lowest-cost route. All pending annual filings must be completed first. The older Fast Track Exit scheme is no longer available.
Do you handle legal disputes and litigation?
We focus on advisory, compliance and representation before company law authorities. For litigation and specialist legal matters, we work with reputed law firms in India and abroad and can refer you to the right one.

Planning a change to your company structure?

Whether you are incorporating, bringing in investors, converting, relocating or closing, our team will map out the approvals, documents and timeline, at no cost and with no obligation.

Book a Free Company Law Consultation