Corporate & Business Law
Corporate and business laws regulate the formation, governance, operation, and dissolution of companies, partnerships, and businesses. These laws ensure legal compliance, investor protection, fair competition, and financial accountability.
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Companies Act, 2013
The Companies Act, 2013 is the primary legislation governing companies in India. It replaced the Companies Act, 1956 to meet the changing business environment and provide better corporate governance.
Key Features
- Incorporation of companies and matters incidental thereto
- Corporate Social Responsibility (CSR) provisions
- One Person Company concept introduction
- Enhanced disclosure norms and transparency
- Stricter corporate governance norms
- Protection of minority shareholders
Types of Companies
Private Limited Company
- Minimum 2 directors
- Maximum 200 shareholders
- Restricted share transfer
Public Limited Company
- Minimum 3 directors
- No maximum shareholder limit
- Free share transferability
One Person Company
- Single director and member
- Limited liability protection
- Simplified compliance
Contract Law
The Indian Contract Act, 1872 governs business contracts in India. It defines the way in which contracts are made and executed, and provides remedies for breach of contract.
Essential Elements of a Valid Contract
- Offer and Acceptance
- Consideration
- Capacity to Contract
- Free Consent
- Lawful Object
- Not Expressly Void
Types of Contracts
Express Contracts
Terms are explicitly stated in words
Implied Contracts
Inferred from conduct of parties
Quasi Contracts
Created by law to prevent unjust enrichment
Partnership Laws
Partnership laws in India are governed by two main acts: the Indian Partnership Act, 1932, and the Limited Liability Partnership Act, 2008. These laws provide the framework for business partnerships.
Indian Partnership Act, 1932
- Defines partnership and partner relationships
- Rights and duties of partners
- Partnership property and accounts
- Dissolution procedures
- Registration process (optional)
Limited Liability Partnership (LLP) Act, 2008
- Separate legal entity status
- Limited liability protection for partners
- Flexible internal management structure
- Mandatory registration with ROC
- Annual compliance requirements
Key Features of Partnerships
- Mutual agency relationship between partners
- Profit and loss sharing
- Joint decision-making authority
- Fiduciary relationship among partners
Securities Law
Securities laws regulate the capital markets, protect investor interests, and ensure fair trading practices. The Securities and Exchange Board of India (SEBI) is the primary regulatory authority.
Major Securities Laws
SEBI Act, 1992
- Establishment and powers of SEBI
- Registration of market intermediaries
- Investor protection measures
- Penalties for violations
Securities Contracts (Regulation) Act, 1956
- Recognition of stock exchanges
- Regulation of securities trading
- Listing requirements
- Prevention of unfair practices
Key Market Regulations
- Insider Trading Regulations
- Takeover Code
- Listing Obligations and Disclosure Requirements
- Mutual Fund Regulations
Insolvency & Bankruptcy Law
The Insolvency and Bankruptcy Code (IBC), 2016, provides a time-bound process for resolving insolvency in companies and among individuals. It aims to promote entrepreneurship and credit availability.
Key Features of IBC
- Time-bound resolution within 330 days
- Single window clearance process
- Creditor-in-control regime
- Information utilities for financial data
Resolution Process
- Appointment of resolution professional
- Formation of creditors committee
- Submission and approval of resolution plan
- Liquidation if resolution fails
Institutional Framework
- National Company Law Tribunal (NCLT)
- Insolvency and Bankruptcy Board of India (IBBI)
- Insolvency Professionals
- Information Utilities
Foreign Exchange Law
The Foreign Exchange Management Act (FEMA), 1999, regulates foreign exchange transactions and foreign investment in India. It is administered by the Reserve Bank of India (RBI).
Key Aspects of FEMA
- Current account transactions
- Capital account transactions
- Foreign investment regulations
- External commercial borrowings
Foreign Direct Investment (FDI)
- Automatic route - up to 100% in most sectors
- Government route - prior approval required
- Sector-specific caps and conditions
- Reporting requirements
Overseas Investment
- Direct investment abroad by Indian entities
- Overseas portfolio investment
- Investment limits and guidelines
- Repatriation of profits
Compliance Requirements
- RBI reporting and filings
- Annual performance reports
- Foreign currency accounts management
- Documentation and record keeping