Corporate & Commercial Practice
Corporate & Commercial Lawyers in Bangalore
Incorporation and startup structuring, founders and shareholders agreements, contract drafting, shareholder disputes and ongoing advisory for businesses that would rather prevent litigation than fund it.
We aim to respond within 24 hours.
- NCLT Bengaluru, Commercial Courts & Karnataka High Court
- Startups, SMEs & established businesses
- KUIDFC-empanelled founder
- Pro bono Fridays, by prior appointment
Legal structure that keeps up with the business
Most businesses call a corporate lawyer in Bangalore at one of two moments: at the start, when structure is cheap to get right, or years later, when a bad document has become an expensive dispute. We work at both ends. That begins with startup registration in Bangalore done with the future funding round in mind, and a founders agreement signed while the co-founders still agree on everything.
Paper decides corporate disputes. A shareholders agreement with real transfer restrictions and reserved matters prevents most fights before they start; when one starts anyway, the remedies run from negotiated buyouts to oppression and mismanagement petitions before the NCLT. We draft for the first outcome and litigate the second when we must.
Day to day, the practice is contract drafting: service and vendor agreements, licensing terms and NDAs tight enough to enforce. Around the documents sits compliance, from Companies Act filings to the DPDP Act, 2023, handled as ongoing counsel so that legal review happens before signature, not after the dispute.
The law at a glance
S.241-242
Oppression & mismanagement, Companies Act, 2013
The minority shareholder's remedy before the NCLT. Bengaluru has its own bench, so Karnataka companies litigate these disputes locally.
Rs 1 crore
Minimum default for corporate insolvency
The IBC, 2016 threshold for initiating insolvency proceedings, raised from Rs 1 lakh in 2020. Below it, recovery runs through suits and summary procedures.
S.27
Restraint of trade, Indian Contract Act, 1872
Agreements restraining lawful trade are void. Post-employment non-competes are largely unenforceable in India, which changes how founder and employee exits are drafted.
Rs 250 cr
Maximum penalty per breach, DPDP Act, 2023
The ceiling for failing to maintain reasonable security safeguards over personal data. Obligations are phasing in under rules notified in 2025.
Figures reflect the statutory position on the date of review. Every matter turns on its own facts.
What we handle
Corporate and commercial law services in Bangalore
From the first incorporation to a contested NCLT petition, the corporate life cycle runs through one office, so your documents and your disputes are handled by people who know both.
Commercial Contract Drafting
Master service agreements, vendor and distribution contracts, licensing and franchise terms, drafted for enforceability rather than length.
Commercial Recovery & IBC Notices
Recovery of business dues through demand notices, summary suits and, above the Rs 1 crore threshold, the leverage of insolvency proceedings.
DPDP & Data Compliance
Privacy notices, consent flows, vendor contracts and breach protocols under the Digital Personal Data Protection Act, 2023.
Ongoing Corporate Advisory
Retainer counsel for growing businesses: board and filing hygiene, employment documentation, and the questions that come up every week.
The framework
The statutes your business runs on
Five statutes carry most of the weight in Indian corporate and commercial practice. Which ones bite depends on your structure, your contracts and your data.
Companies Act, 2013
- S.241
- S.242
- S.245
Oppression and mismanagement remedies before the NCLT, the tribunal's wide powers to end unfair conduct, and class actions by shareholders and depositors.
Insolvency and Bankruptcy Code, 2016
- S.7
- S.8
- S.9
Insolvency proceedings by financial and operational creditors, and the demand notice that often gets a disputed invoice paid without any proceedings at all.
Indian Contract Act, 1872
- S.10
- S.27
- S.73
- S.74
What makes an agreement enforceable, the void restraint-of-trade rule, and how damages and liquidated damages clauses actually operate on breach.
Limited Liability Partnership Act, 2008
- S.23
The LLP agreement governs partner rights and duties; without one, the default rules of the First Schedule apply, which few partners would choose deliberately.
Digital Personal Data Protection Act, 2023
- S.6
- S.8
Consent requirements and the general obligations of data fiduciaries, with penalties up to Rs 250 crore and rules phasing compliance in from 2025.
How an engagement moves
From first meeting to ongoing counsel
Corporate work is a cycle, not a single matter. This is how a typical engagement runs, with honest indicative durations.
- 1
Understanding the business
Week 1Structure, cap table, key contracts, revenue model and the specific decision you are facing. Advice that ignores how the business makes money is not advice.
- 2
Legal audit & risk map
1-3 weeksWe review the documents that exist and list the ones that should: incorporation papers, agreements, registrations, IP assignments and data practices, with a plain-English risk ranking.
- 3
Drafting & structuring
2-6 weeksFounders and shareholders agreements, commercial contracts, policies and filings, drafted to your negotiating position rather than from a template bank.
- 4
Negotiation & closing
As the deal demandsTerm sheet to signed documents: we negotiate the clauses that matter, flag the ones that do not, and keep the transaction moving.
- 5
Ongoing compliance & retainer
ContinuousAnnual filings, board processes, employment documentation and DPDP obligations, handled on a retainer so problems are caught while they are still cheap.
- 6
Disputes, if they come
Case-dependentDemand notices, commercial suits, arbitration and NCLT petitions, run by the same team that knows your documents, because we usually wrote them.
Durations are indicative and depend on deal complexity, counterparties and regulatory timelines.
Choosing a structure
Private limited, LLP or partnership: which fits your venture
The most common startup question has a boring, factual answer. This table is the honest version of it.
| Private Limited Company | LLP | Partnership Firm | |
|---|---|---|---|
| Governing law | Companies Act, 2013 | LLP Act, 2008 | Indian Partnership Act, 1932 |
| Liability | Limited to unpaid share capital. | Limited to the agreed contribution. | Unlimited and personal, jointly and severally. |
| Investor readiness | The default for VC and angel money: preference shares, ESOPs and structured exits all work. | Rarely funded by equity investors; suits professional services and family ventures. | Effectively unfundable by outside equity. |
| Compliance load (indicative) | Highest: audit, board meetings, annual filings. | Moderate: annual filings, audit above thresholds. | Lightest, but with the least protection. |
| When to choose it | You plan to raise capital, grant ESOPs or scale. | Professional practices and ventures that value flexibility over fundability. | Small, trust-based businesses; even then, a written deed is essential. |
Compliance loads and suitability are indicative. Tax treatment differs by structure and should be assessed separately.
Where you might be right now
Situations we handle every week
Businesses rarely arrive with a neatly framed legal question. They arrive with a situation, often one that a standard set of startup legal documents would have prevented. These are the ones we see most.
Co-founder leaving and there is no founders agreement?
The equity, the IP and the accounts need to be secured now. We negotiate the exit, document the share transfer and IP assignment, and put in place the agreement the company should have had on day one.
Term sheet on the table?
Before you sign, you should understand liquidation preference, anti-dilution and the reserved matters you are giving away. We review and negotiate the documents so the excitement of the round does not price your exit.
Customer sitting on your invoices?
A structured demand notice, then a summary suit or arbitration under the contract. Where the default crosses Rs 1 crore and is undisputed, the IBC route concentrates minds quickly.
Being squeezed out as a minority shareholder?
Exclusion from the board, dilutive allotments and diverted business are classic oppression facts. We assess a S.241 petition before the NCLT and the interim protections worth seeking immediately.
Vendor or partner in breach of contract?
We read what the contract actually says about termination, cure periods and damages before anyone sends an angry email, then enforce it through notice, negotiation or proceedings.
Not sure the business is DPDP-ready?
If you collect customer or employee data, obligations under the DPDP Act, 2023 are phasing in. We map what you hold, fix consent and contracts, and build a breach response before you need one.
Fees, honestly
How we charge for corporate and commercial work
Founders postpone legal work because they fear open-ended bills, and the postponement is exactly what creates the expensive disputes. So the structure is simple and in writing before any work begins.
- Fixed fees for defined work. Incorporations, founders and shareholders agreements, NDAs and standard contracts are quoted as one figure before we begin.
- Monthly retainers for ongoing advisory, scoped in writing: what is covered, response times, and what falls outside.
- Stage-wise fees for disputes and NCLT matters, so a long fight never becomes an open-ended bill.
- Government fees, stamp duty and out-of-pocket expenses are billed at actuals, shown separately. No outcome is ever promised.
Talk to a corporate lawyer before you sign, not after
One confidential conversation is usually enough to know what your structure, contract or dispute actually needs. Friday is our pro bono day: send the question in first and we confirm a slot as availability allows.
Every enquiry is privileged and confidential. Nothing you share leaves this firm.
Frequently Asked Questions
What corporate and commercial services do you offer?+−
We advise on company incorporation and structuring, contracts and commercial agreements, corporate governance and compliance, mergers and acquisitions, shareholder and joint-venture arrangements, regulatory approvals, and commercial dispute resolution.
What is the best business structure for my company?+−
The right structure, private limited company, LLP, partnership, or sole proprietorship, depends on liability, funding plans, tax, and compliance appetite. Private limited companies suit startups seeking investment, while LLPs offer flexibility with limited liability. We recommend the structure that fits your goals.
How do you incorporate a private limited company in India?+−
Incorporation involves obtaining digital signatures and director identification, name approval, and filing the incorporation forms with the Registrar of Companies along with the memorandum and articles of association. We manage the entire process and post-incorporation compliance.
What contracts does my business need?+−
Most businesses need founders' or shareholders' agreements, employment and consultant contracts, NDAs, vendor and customer agreements, service and licensing agreements, and terms of service. Well-drafted contracts prevent disputes, and we tailor them to your operations.
What are the key compliances under the Companies Act, 2013?+−
Companies must maintain statutory registers, hold board and general meetings, file annual returns and financial statements, and meet director and audit requirements. Non-compliance can attract penalties, so we set up a compliance calendar to keep you on track.