Engagement
Corporate agreements under company law: drafting and review
Last reviewed 31 October 2026
Drafting and review of shareholders', subscription, founders', ESOP, convertible note and LLP agreements under the Companies Act, 2013, for companies in Bengaluru.
In short
We draft and review the agreements a private company signs with its founders, investors and employees, and make sure they line up with the Companies Act, 2013, the company's Articles of Association and the filings that follow.
Agreements we draft and review
| Agreement | What it covers | Company-law point we check |
|---|---|---|
| Shareholders' agreement (SHA) | What it covers: Board seats, transfer restrictions, pre-emption, tag-along and drag-along, exit | Company-law point we check: Transfer restrictions bind the company only if they are in the Articles (V.B. Rangaraj v. V.B. Gopalakrishnan, Supreme Court, 1992); so the Articles are altered by special resolution and MGT-14 is filed |
| Share subscription agreement (SSA) | What it covers: Investment amount, price, conditions, use of funds, closing | Company-law point we check: Private placement under section 42 and rule 14 (PAS-4 offer letter, separate bank account, allotment within 60 days, PAS-3 within 15 days) |
| Founders' agreement | What it covers: Roles, equity split, vesting, IP assignment, what happens if a founder leaves | Company-law point we check: Founder vesting and buy-back terms must fit the Articles and the section 68 buy-back rules |
| ESOP scheme and grant letters | What it covers: Pool size, eligibility, vesting, exercise, leaver terms | Company-law point we check: Section 62(1)(b) and rule 12: minimum one year between grant and first vesting; a private company can approve by ordinary resolution (G.S.R. 464(E)); DPIIT startups can grant to promoters for 10 years |
| Convertible note terms | What it covers: Amount, conversion trigger, discount or cap, maturity | Company-law point we check: Exempt from the deposit rules only for a DPIIT startup taking at least ₹25 lakh in a single tranche, convertible or repayable within 10 years (rule 2(1)(c)(xvii), Acceptance of Deposits Rules) |
| CCPS terms | What it covers: Dividend, conversion ratio, liquidation preference | Company-law point we check: Preference shares must be redeemed or converted within 20 years (section 55(2)) |
| LLP agreement and changes | What it covers: Contribution, profit share, partner rights, admission and exit | Company-law point we check: Filed in LLP Form 3 within 30 days (section 23 LLP Act, rule 21 LLP Rules); without one, the First Schedule applies |
| Director appointment and resignation documents | What it covers: Consent, appointment letter, resignation letter | Company-law point we check: DIR-2, DIR-12 within 30 days, DIR-11 where the director files |
An agreement that conflicts with the Act does not hold: section 6 of the Companies Act gives the Act overriding effect over any agreement or the Articles. We check each clause against the Act and the Articles before you sign.
How an engagement runs
- 1.Share the term sheet, or tell us what has been agreed between the founders or with the investor.
- 2.We review the company's Articles, cap table and MCA filings, and point out anything the agreement will need to change.
- 3.You receive a first draft with the points to decide written in the draft itself.
- 4.We revise after your comments and the other side's comments.
- 5.After signing, we prepare the board and shareholder resolutions, alter the Articles if needed, and file MGT-14, PAS-3, SH-7 or LLP Form 3 as the agreement requires.
Agreements are executed by e-sign; we ask for each signatory's name, mobile number and email ID. Stamp duty under the Karnataka Stamp Act, 1957 depends on the instrument and is confirmed before execution.
Documents & E-Forms
When to Engage
Typical turnaround: Scoped in the engagement letter.
Frequently Asked
About this engagement