Choosing and forming the right entity
A founder's first legal decision is usually which entity to form, and it is rarely a formality. The choice between a private limited company and a limited liability partnership shapes how the business raises capital, what it carries in annual compliance, and how partners or shareholders are protected. The firm advises on that choice and then carries out the incorporation from name reservation to the certificate of incorporation.
The work suits founders formalising a venture, professionals consolidating a practice into a body corporate, and non-resident Indians or foreign nationals establishing an Indian entity — the last subject to FEMA and the foreign direct investment framework.
Incorporation itself is completed on the Ministry of Corporate Affairs portal: a private limited company through the integrated SPICe+ form, and an LLP through FiLLiP. What matters is that the structure is settled, and the constitutional documents drafted to fit it, before any form is filed.
What the engagement covers
From the structuring decision through incorporation and the first year of compliance.
Entity selection — Private Limited or LLP
Advising on the structure before it is fixed, against the venture's plans for capital, its compliance appetite, taxation and liability.
Private limited company incorporation
Name reservation, digital signature certificates and director identification, the memorandum and articles, and filing through SPICe+ with PAN, TAN and allied registrations.
LLP registration
Designated-partner identification and digital signatures, name reservation and incorporation through FiLLiP, followed by filing of the LLP Agreement.
Constitutional documents
Drafting the memorandum and articles, or the LLP agreement, to reflect the actual shareholding, management and exit arrangements — not a stock template.
Post-incorporation compliance
Registered office, statutory registers and minutes, appointment of the first auditor, and the ongoing calendar of filings with the Registrar of Companies.
Foreign and NRI shareholding
Structuring director and shareholder positions for non-residents within FEMA and the FDI framework, including the resident-director requirement and attestation of foreign documents.
Incorporation is governed by the Companies Act, 2013 and the Limited Liability Partnership Act, 2008, and is completed before the Registrar of Companies, Kerala, through the Ministry of Corporate Affairs.
Common questions
The points founders most often raise before incorporating.
It depends on how you intend to raise capital and the compliance you are prepared to carry. A private limited company is generally preferred where outside equity investment, ESOPs or venture funding are likely, because it can issue shares; a limited liability partnership carries lighter compliance and has no equity-share mechanism, which suits professional firms and closely held businesses. The decision is made on the facts of the venture.
A private limited company requires at least two directors and two shareholders, who may be the same persons, with at least one director resident in India. An LLP requires at least two designated partners, again with at least one resident in India.
No. The minimum paid-up capital requirement for a private limited company was removed by the Companies (Amendment) Act, 2015, and an LLP has no prescribed minimum contribution. Capital is set to suit the business.
Yes, subject to FEMA and the applicable foreign direct investment rules. Non-residents may hold shares and act as directors or designated partners, but at least one director or designated partner must be resident in India, and foreign documents generally require apostille or consular attestation.
Once the documents and digital signatures are in order, incorporation is typically completed within a few working days of filing, subject to Ministry of Corporate Affairs processing and name approval. The preparatory stage — documents, digital signature certificates and name selection — usually governs the overall timeline.
A new company must maintain a registered office, statutory registers and minutes, appoint its first auditor and meet its annual filings with the Registrar of Companies; an LLP must file its agreement and meet its own lighter annual filings. The office sets up this compliance at the outset so nothing is missed in the first year.
Discuss an incorporation
Outline the venture and how you intend to raise capital, and the office will advise on the appropriate structure and the documents required to incorporate.
Submission of an enquiry does not create an advocate–client relationship. Please do not share confidential information until a formal engagement is confirmed.