Corporate Law Practice
Our corporate law practice at S.S. Rana & Co. advises businesses across Delhi, Mumbai, Chennai, Bangalore, Hyderabad and the rest of India across these distinct areas — company incorporation, shareholders’ agreements, M&A and PE/VC transactions, board governance, commercial contracts, employment, data protection, sector regulatory compliance, arbitration, disputes, banking and insolvency, NCLT disputes, real estate disputes, commercial disputes, white collar crimes, and corporate criminal liability.
- Our corporate law practice spans governance, M&A, contracts, employment, data law, banking, real estate disputes, commercial disputes, white collar crimes, and NCLT proceedings — not just company formation.
- Directors of Indian companies carry personal duties under Section 166 of the Companies Act, 2013 that cannot be delegated or contracted away. We advise directors before they accept a board seat, not after a dispute is filed.
- In our experience of 55,000+ legal matters, the most consequential corporate decisions are made at the earliest stages — entity structure, founders’ agreements, IP assignment — when clients most commonly proceed without advice.
- We handle M&A and PE/VC transactions across the full regulatory stack: Companies Act, FEMA 1999, SEBI for listed companies, and CCI merger control under Section 5 of the Competition Act, 2002.
- As an Advocate-on-Record with the Supreme Court of India, we take matters from the NCLT through the NCLAT to the Supreme Court without change of counsel.
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The Regulatory Environment We Work In
Our corporate law practice at S.S. Rana & Co. has advised Indian businesses, multinational subsidiaries, and foreign investors across the full corporate lifecycle since our founding in 1989. The Companies Act, 2013 substantially expanded governance and compliance obligations on companies and their directors. The Insolvency and Bankruptcy Code, 2016 recalibrated the creditor-debtor relationship in ways that now shape every significant commercial negotiation. Four Labour Code consolidations have replaced twenty-nine central statutes. The Digital Personal Data Protection Act, 2023 has created a new class of obligations for any business that processes personal data.
Businesses operating from Delhi, Mumbai, Chennai, Bangalore, Hyderabad, or anywhere across India need ongoing legal advisory, not episodic engagement at moments of crisis. This practice note sets out what our corporate law practice covers, the specific teams we deploy, and where — in our experience — early involvement adds the most value.
Company Incorporation and Structuring
We advise clients on entity structure as a strategic decision, not an administrative one. The choice between a private limited company, LLP, OPC, or foreign subsidiary determines tax treatment, investor eligibility, governance obligations, and exit optionality. Getting this right at the outset is substantially cheaper than reorganising it later when an investor, acquirer, or regulator makes the existing structure untenable.
We incorporate private limited companies under the Companies Act, 2013 for businesses seeking PE or VC investment. We structure LLPs under the Limited Liability Partnership Act, 2008 for professional services businesses and joint ventures where institutional equity is not anticipated. For foreign companies entering India, our practice handles FDI structuring under FEMA 1999 and the Non-Debt Instruments Rules.
Shareholders’ and Founders’ Agreements
We draft and negotiate shareholders’ agreements as the foundational private contract governing the relationship between a company’s owners — distinct from the articles of association, which are publicly filed. For early-stage companies, founders’ agreements are the documents most likely to determine the outcome of a co-founder dispute. The provisions that matter most are the equity vesting schedule, the buyout mechanism for a departing founder, non-compete and non-solicitation obligations, and the deadlock resolution mechanism.
For companies raising external capital, we represent both founders and investors in shareholders’ agreement negotiations. We advise founders on which anti-dilution provisions, veto rights, and drag-along terms are standard market practice and which are genuine negotiating points — and on the downstream consequences of each at the next funding round or exit.
Mergers, Acquisitions, and PE/VC Transactions
Our Mergers, Acquisitions & PE/VC practice handles the full range of corporate transactions across India’s layered regulatory framework. We advise on share acquisitions and asset sales under the Companies Act, 2013; statutory mergers under Sections 230–232, which require NCLT approval and achieve statutory vesting of all assets, liabilities, contracts, and employees without individual assignment; CCI merger control under Section 5 of the Competition Act, 2002; and FEMA compliance for cross-border transactions, including the Companies (Cross Border Mergers) Rules, 2018. We conduct sell-side and buy-side legal due diligence — examining corporate records, material contracts, IP ownership, litigation, regulatory compliance, and employment documentation.
Corporate Governance and Directors’ Duties
Section 166 of the Companies Act, 2013 sets out personal duties applicable to all directors — to act in good faith in the best interests of the company and its stakeholders, to exercise independent judgment, to avoid conflicts of interest, and not to assign their office. These duties cannot be discharged by delegating to management or contracted out of by agreement. Schedule IV imposes additional obligations on independent directors.
In our experience of NCLT proceedings, the quality of the documentary record of board decision-making — minutes under Section 118, approvals for related-party transactions above the thresholds in Section 188, and documented capital commitments — is frequently the determining factor in the outcome.
Commercial Contracts
The majority of commercial disputes that end in arbitration in our experience originate in contracts entered into routinely, without legal review, against a template that has never been stress-tested. The provisions that determine the outcome of a dispute are rarely the ones that received attention during negotiation — limitation of liability clauses, IP ownership provisions, force majeure definitions, and dispute resolution clauses typically default to template language.
For businesses operating standard form terms across hundreds or thousands of counterparties, we conduct periodic reviews of the standard form — because a corrected clause applies across every contract using that form.
Employment and Labour Law
Our Employment & Labour Laws practice advises employers on the four Labour Codes — the Code on Wages, 2019; the Industrial Relations Code, 2020; the Code on Social Security, 2020; and the Occupational Safety, Health and Working Conditions Code, 2020 — which consolidate twenty-nine central labour statutes.
We draft employment contracts, HR policies, standing orders, and POSH compliance programmes under the Sexual Harassment of Women at Workplace Act, 2013. On post-employment non-competes, we advise that Section 27 of the Indian Contract Act, 1872 requires restrictions to be reasonable in geographic scope, duration, and the nature of restricted activity.
Data Protection and Technology Law
Our Data Protection, IT & Cyber Laws practice advises businesses on their obligations under the Digital Personal Data Protection Act, 2023 — implementing consent management frameworks, data retention and minimisation policies, security safeguard programmes, data principal rights workflows, and breach notification procedures. We advise clients to engage at the product architecture stage before a product is live.
Banking Law and Financial Institutions Advisory
We advise banks, NBFCs, payment aggregators, and financial institutions on their regulatory obligations under the Banking Regulation Act, 1949, the RBI Act, 1934, and RBI Master Directions. Our advisory covers NBFC compliance under the Scale Based Regulation framework, lending and credit documentation, structured finance transactions, and the legal framework for fintech-bank partnerships under RBI’s Digital Lending Guidelines.
Real Estate Disputes and RERA Advisory
We advise developers, allottees, investors, and financial creditors in real estate disputes before RERA authorities, the Real Estate Appellate Tribunal, and civil courts. We advise on RERA project registration obligations, escrow requirements, and allottee remedies for delayed possession, defective construction, and misrepresentation under the Real Estate (Regulation and Development) Act, 2016.
Commercial Disputes — Courts and Arbitration
We represent businesses in commercial disputes before the High Courts, Commercial Courts under the Commercial Courts Act, 2015, and in domestic and international arbitration under the Arbitration and Conciliation Act, 1996. In arbitration, we advise on seat, governing law, and arbitral institution selection, and manage the full arbitration lifecycle from claims preparation through enforcement of awards.
White Collar Crimes and Corporate Criminal Liability
We represent corporate entities and individual directors, officers, and employees in white collar offences — including fraud under the Bharatiya Nyaya Sanhita, 2023, offences under the Prevention of Corruption Act, 1988, Companies Act, 2013 offences, and offences under the Prevention of Money-Laundering Act, 2002. As an Advocate-on-Record with the Supreme Court of India, we handle bail applications, anticipatory bail, and quashing petitions.
NCLT Disputes, Insolvency, and Corporate Restructuring
We represent financial creditors, operational creditors, corporate debtors, resolution professionals, and committees of creditors before the NCLT in insolvency proceedings under the IBC, 2016, oppression and mismanagement petitions under Sections 241–244, and merger approvals under Sections 230–232. As an Advocate-on-Record with the Supreme Court of India, our Dispute Resolution practice takes matters from the NCLT through the NCLAT and to the Supreme Court without change of counsel.
Our full-spectrum IP practice — covering Trademarks, Patents, Designs, Copyrights, IP Audits & Valuation, IP Licensing & Commercialisation, and IP Enforcement & Anti-Counterfeiting — works alongside the corporate team on every matter where IP intersects with a corporate transaction or dispute. Across 13 partners, 220+ professionals, 8,000+ clients, and 55,000+ legal matters across 130 countries, we operate from offices in New Delhi, Mumbai, Chennai, Hyderabad, and Bangalore.
