We work with founders, family businesses, investors and institutions. Our aim is documents that are clear on their face and enforceable in practice, and advice that is proportionate to the size of the transaction.
A good commercial document does two things. It records the deal the parties actually made, and it anticipates the points on which they are most likely to disagree later: payment, performance, exit and the cost of getting out. We draft with those points in mind.
Where a commercial matter turns contentious, the same team can take it into litigation or arbitration with full knowledge of the underlying deal.
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Other areas
Incorporation and structuring
Advice on choosing between a private limited company, a limited liability partnership, a one person company or a partnership, weighing liability, compliance burden, fundraising needs and succession. Tax consequences are best confirmed with the client’s tax adviser.
Governance and compliance
Board and shareholder meetings, statutory registers and filings with the Registrar of Companies, directors’ duties and related-party transactions under the Companies Act, 2013.
Commercial contracts
Supply, services, distribution, agency, licensing, confidentiality and employment agreements under the Indian Contract Act, 1872, including the stamping and registration requirements that apply to instruments executed in Kerala.
Investment and shareholder arrangements
Founders’ agreements, term sheets, shareholders’ agreements and joint ventures, including transfer restrictions, exit rights, reserved matters and deadlock provisions, with attention to foreign exchange rules where non-resident investors are involved.
Transactions and due diligence
Share and asset purchases, with legal due diligence on title, contracts, litigation and compliance, and documentation of conditions precedent and warranties.
Insolvency and restructuring
Representation of creditors and debtors in proceedings under the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal, including its Kochi Bench, and the appellate tribunal, together with advice on pre-insolvency recovery.
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Understand the objective
We start with what the business is trying to achieve, who the counterparties are and what matters most, before any document is drafted.
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Structure and draft
We recommend a structure, then draft in plain language with defined terms, and with risk allocated explicitly rather than left to implication.
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Execute and complete
We manage signing, stamping, registration, approvals and filings so that the transaction is legally complete and not merely signed.
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Support afterwards
We advise on post-completion compliance and, if a disagreement arises, on enforcing or defending the agreement.
Frequently asked questions.
General information only. Your circumstances may differ, and this is not legal advice.
Which business structure should I choose?
There is no single answer. A private limited company suits businesses that expect outside investment; a limited liability partnership offers flexibility with limited liability; a partnership is simpler but exposes partners to unlimited liability. The right choice depends on your plans for funding, ownership and exit.
Do we need a shareholders’ agreement if the company has articles of association?
Usually yes. Articles set out the company’s constitution, but a shareholders’ agreement records commercial understandings between owners, such as exit rights and decision-making thresholds. For the terms to bind the company itself, they are often also reflected in the articles.
Is an oral agreement enforceable?
A contract does not have to be in writing to be valid, but an oral agreement is hard to prove and many transactions require writing, stamping or registration to be effective. A written agreement is almost always the safer course.
