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Corporate & Business — Incorporation to NCLT

Blackthorn Law Offices · Delhi High Court

Company incorporation, shareholder agreements, M&A due diligence, joint ventures, NCLT proceedings and corporate restructuring under the Companies Act 2013. Trusted counsel for businesses at every stage of their lifecycle.

The Legal Framework

What the Law Says

Corporate law in India is governed primarily by the Companies Act, 2013, administered by the Ministry of Corporate Affairs. The Act regulates every aspect of a company's life — from incorporation to winding up — and imposes significant compliance obligations and personal liability on directors.

The National Company Law Tribunal (NCLT) adjudicates corporate disputes including oppression and mismanagement, insolvency under the IBC, and merger/demerger approvals. Under the IBC 2016, a single default of ₹1 crore can trigger Corporate Insolvency Resolution Process within 180 days.

Our Services

What We Do

  • Company & LLP Incorporation — Private Limited, Public Limited, Section 8, OPC, LLP, Branch Office, Liaison Office and Project Office formation
  • Shareholder & Founder Agreements — Vesting schedules, anti-dilution, drag-along/tag-along, ROFR, exit mechanisms
  • M&A Due Diligence — Legal due diligence for acquisitions and investments; red-flag reports; SPA/SHA review
  • NCLT Matters — Oppression and mismanagement petitions, merger/demerger schemes, insolvency advisory
  • ROC Compliance — Annual filings, board resolutions, director appointments/resignations, charge creation and satisfaction
  • Contract Drafting & Review — Business contracts, vendor agreements, employment agreements, NDAs, licensing agreements
  • Joint Ventures — JV agreement drafting, regulatory approvals, governance structure design
Transparency

Fee Guide

Blackthorn operates on a transparent, upfront fee structure. Every engagement begins with a clear fee estimate — no surprises, no hidden charges. The ranges below are indicative; your specific matter will be quoted precisely after the initial consultation.

ServiceIndicative Fee Range
Private Limited Incorporation₹12,000 – ₹25,000
LLP Incorporation₹8,000 – ₹18,000
Shareholders' Agreement — Drafting₹25,000 – ₹75,000
M&A Legal Due Diligence₹75,000 – ₹3,00,000
NCLT Petition₹50,000 – ₹2,00,000
Contract Drafting/Review₹8,000 – ₹40,000
Annual ROC Compliance Retainer₹15,000 – ₹50,000 p.a.

* All fees are exclusive of applicable GST. Court filing fees, stamp duty and other statutory charges are billed at actuals.

Common Questions

Frequently Asked Questions

What is the fastest way to incorporate a company in India?+
A Private Limited Company can typically be incorporated in 7–15 working days through the SPICe+ form on the MCA portal. Common delays arise from name rejections, incomplete documentation, and mismatches in director details. Engaging a professional from the start significantly reduces turnaround time.
A co-founder wants to exit and take clients with them. What are my rights?+
Your protection depends entirely on your Shareholders' Agreement. A well-drafted SHA should contain non-compete and non-solicitation clauses, IP assignment provisions and clearly defined exit mechanisms. In India, non-compete clauses post-employment are generally unenforceable under Section 27 of the Contract Act, but non-solicitation of specific clients may have limited enforceability. Act quickly — delay increases the damage.
Can a creditor drag my company into insolvency for a ₹1 crore default?+
Yes. Under the IBC, a financial or operational creditor can file for CIRP before the NCLT on a default of ₹1 crore or more. Once admitted, a moratorium is declared and an Insolvency Resolution Professional takes over management. Pre-default restructuring is far preferable to CIRP, which is time-consuming, disruptive and public.
What personal liability do directors face?+
Significant. Directors can be personally liable for failure to file statutory returns, fraudulent trading, wrongful trading during insolvency, violation of provisions regarding loans to directors, and tax defaults. GST and income tax liability can both be fastened on directors. Directors of defaulting companies should urgently assess their personal exposure.

Other Practice Areas

Blackthorn offers integrated counsel across nine interlocking practice areas.

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