Incorporation, secretarial compliance, and governance — for entities that intend to still
be in good standing five years from now, not just on the day the certificate is issued.
Corporate and compliance advisory in India starts before incorporation and never really
ends — choosing the right entity is one decision, but the statutory calendar that follows
it runs for as long as the company exists. A private limited company, an LLP, and a branch
office of a foreign parent each carry a different filing rhythm from day one: board
composition rules, annual return deadlines, and the registers a Registrar of Companies can
ask to inspect without notice.
The way this usually goes wrong is not dramatic. A company incorporates cleanly, runs for
two or three years, and treats the compliance calendar as something to catch up on when
there's time. There rarely is. Under Section 248 of the Companies Act, 2013, the Registrar
can strike a company off the register for failing to file its financial statements or
annual returns for two consecutive financial years — and under Section 164(2), a director
who has sat through three consecutive years of that kind of default can be disqualified
from every other board they sit on, not just the one that lapsed.
Qalve's approach treats the calendar as part of the incorporation itself, not a separate
engagement to think about later. Resolutions and filings are drafted to be defensible if a
Registrar, an auditor, or the National Company Law Tribunal actually reads them — not just
formatted to clear a portal. For founders and boards, that means one standing view of what
is due, when, and against which section of the Act.
For foreign-owned subsidiaries and NRI-promoted companies specifically, the same calendar
intersects FEMA reporting — the FC-GPR filing on share allotment to a foreign investor, and
RBI's annual FLA return — which Qalve coordinates alongside
Cross-Border Trade & Advisory
rather than treating it as a separate matter.
Scope of advisory
What this covers
Incorporation & Structuring
Entity selection — private limited, LLP, OPC, Section 8 company, or a branch/liaison/project office for a foreign parent, chosen against what the business actually needs to raise capital or operate.
Name reservation & SPICe+ filing — Part A name approval and Part B incorporation, filed as one integrated form with the RoC.
MoA & AoA drafting — the constitutional documents a company is actually bound by, not a boilerplate download.
First board resolutions & subscriber documents — first directors, registered office, and the paperwork a bank will ask for before opening an account.
Ongoing Statutory Compliance
Annual filings — AOC-4 (financial statements) and MGT-7/MGT-7A (annual return), filed against the actual board-approved accounts.
Director & auditor compliance — DIR-3 KYC for every DIN holder, ADT-1 auditor appointment, and tracking statutory audit rotation where it applies.
LLP compliance — Form 8 (statement of accounts) and Form 11 (annual return) on the same standing calendar.
XBRL & SBO filings — XBRL conversion where turnover or borrowing thresholds apply, and BEN-2 significant beneficial owner declarations.
Governance & Resolutions
Board & shareholder meetings — notices, minutes, and the statutory registers a Registrar or auditor can ask to inspect.
Related-party transactions — Section 188 approvals structured before the transaction, not documented after.
Share allotment & transfer — resolutions, share certificates, and stamp duty compliance on transfer.
ESOP scheme documentation — trust deed, grant letters, and board approvals for an option pool that survives due diligence.
Licensing & Registrations
Shops & Establishment / Professional Tax registration, jurisdiction-specific.
MSME/Udyam registration, where it unlocks payment-protection and procurement benefits.
Sector-specific licences, coordinated with the relevant regulator.
Import Export Code (IEC) coordination for entities that also trade across borders.
§ Governing framework
The statutes this is argued from
Not a generic compliance checklist — the specific Act, section, and regulator each matter routes through.
Registrar of Companies (RoC) · Ministry of Corporate Affairs
§ Process
How we work
01
Diagnose
Establish the right structure — private company, LLP, OPC, branch office — and map every registration and filing obligation it will carry.
02
Structure & File
Reserve the name, draft the MoA/AoA and subscriber sheets, and file SPICe+ with the Registrar of Companies.
03
Register
Coordinate PAN, TAN, GST, and any sector licence the entity needs before it can actually operate.
04
Maintain
Hold the compliance calendar — board meetings, AGM, annual filings — so nothing statutory lapses after the first year.
§ Who this serves
Client archetypes
First-time founders
Incorporating a company or LLP for the first time and want the compliance calendar set up correctly from day one.
Growth-stage companies
With a lapsed filing history who need to get current before it reaches Section 248 strike-off.
Foreign companies
Setting up an Indian subsidiary, branch, or liaison office, and structuring it against both Indian and home-jurisdiction obligations.
Family businesses
Formalising an existing operation into a proper company or LLP structure ahead of succession or investment.
NRIs & OCIs
Setting up or governing an Indian entity remotely, coordinated with FEMA and RBI reporting where it applies.
How long does it take to register a private limited company in India?
Typically 7–15 working days once documents are ready, using the integrated SPICe+ (Form INC-32) filing — name reservation, incorporation, PAN, TAN, and EPFO/ESIC registration in a single form. Timelines depend on how quickly the Registrar of Companies processes the filing and whether the proposed name or documents draw a resubmission query.
What's the difference between a private limited company and an LLP?
Both give members limited liability, but a private limited company is built for equity fundraising — it can issue shares, is the structure most investors expect, and carries a heavier compliance load (board meetings, AGM, statutory audit regardless of size). An LLP has a lighter annual filing burden (Form 8 and Form 11) but cannot issue equity shares, which makes it a weaker fit for a business planning to raise venture or institutional capital.
What happens if a company misses its annual RoC filings?
Under Section 248 of the Companies Act, 2013, the Registrar can strike a company off the register after it fails to file financial statements or annual returns for two consecutive financial years. Separately, under Section 164(2), a director who has served on the board of a company that has been in default for three consecutive years can be disqualified from being reappointed as a director of that company, or appointed to any other, for five years.
Can a foreign national be a director of an Indian company?
Yes. A foreign national can be appointed a director after obtaining a Director Identification Number (DIN), but Section 149(3) of the Companies Act, 2013 requires every company to have at least one director who has stayed in India for a total of not less than 182 days in the previous financial year.
Does a small private company need a whole-time company secretary?
A company is required to appoint a whole-time company secretary once its paid-up share capital reaches ₹10 crore or more. Below that, a separate secretarial audit requirement can still apply once a company crosses prescribed turnover or borrowing thresholds — the two tests are independent, and it is easy to trip the second without ever reaching the first.
What is DIR-3 KYC, and who has to file it?
Every individual who holds a Director Identification Number, whether or not they currently sit on any board, has to file DIR-3 KYC annually. Missing the deadline doesn't just draw a penalty — the DIN itself is marked 'Deactivated due to non-filing of DIR-3 KYC', which can quietly block filings on every other company that director is associated with.
Can a company that has been struck off be revived?
Yes, in most cases. A company, a member, or a creditor can apply to the National Company Law Tribunal (NCLT) under Section 252 for restoration, typically within three years of the strike-off. The Tribunal generally expects pending filings to be brought current as a condition of restoration, which is the point most companies wish they had handled before it ever reached strike-off.