At what stage should an early-stage company put legal documentation in place?

The two documents that matter earliest are the founders' or shareholders' agreement and a standard customer or service contract. Both are cheapest to put in place before there is any disagreement about them, and both become substantially harder to negotiate once revenue or a funding round is involved.

Is a founders' agreement enforceable in India if it is not part of the articles of association?

Provisions of a shareholders' or founders' agreement that restrict the transfer of shares in a private company are generally enforced when they are also incorporated into the company's articles of association. An agreement left outside the articles may still bind the signatories as a contract, but it is materially weaker against the company and against a transferee. The practical step is to amend the articles to reflect the agreed restrictions.

Can a startup enforce a non-compete clause against a departing employee?

Section 27 of the Indian Contract Act, 1872 makes an agreement in restraint of trade void, and Indian courts have generally declined to enforce non-compete covenants that operate after employment ends. Confidentiality obligations, non-solicitation of clients and employees, and protection of trade secrets are on a different footing and are usually the more workable route.

When should a company file its first trade mark application?

Ordinarily before the name is used publicly at scale, because rights in India are decided substantially by priority of use and of application. A search before adoption is inexpensive relative to the cost of rebranding after an objection or a cease-and-desist notice.

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Areas of practice

Startup advisory

Early-stage businesses run into legal questions long before they are ready to engage a full-time legal team. This part of my practice is concerned with getting the documentation right early, so that ordinary commercial disagreements do not turn into litigation later.

How the work is usually shaped

Most founders arrive with one of three things: a document someone has asked them to sign, a relationship that has started to go wrong, or a decision that has legal consequences they cannot see the shape of. The work follows from which of those it is.

What I try to avoid is producing documentation that is heavier than the stage of the business justifies. A company with three people and no revenue does not need the same paper as one closing an institutional round, and paying for the latter early rarely buys anything except delay.

Founder and business documentation

Founders' agreements — roles, contributions, vesting, deadlock and exit
Shareholders' agreements, and the corresponding amendments to the articles of association
Memoranda of family settlement, where a business sits inside a family arrangement
Employment agreements, offer letters and employee handbooks
Consultancy and independent contractor agreements
Advisor agreements and equity-based compensation documentation

Commercial contracts

Drafting, review and negotiation of the contracts a business signs as a matter of routine:

Service agreements, master services agreements and statements of work
Vendor, supplier and reseller contracts
Non-disclosure and confidentiality agreements
Lease deeds and leave-and-licence agreements for office or production space
Terms of service, and the contractual layer of a website or application
Legal notices, replies and pre-litigation correspondence

Intellectual property

For most early-stage businesses, the intellectual property that matters is the name and the mark. I handle searches before adoption, filing of applications under the Trade Marks Act, 1999, responses to examination reports, opposition proceedings, and registration of designs under the Designs Act, 2000. Where a mark is being copied, I act on cease-and-desist correspondence and on infringement and passing-off proceedings.

Further reading: when to file your first trade mark in India.

Compliance support

Advisory work on the statutory documentation and governance requirements that attach to a business given its stage, sector and size — rather than a generic compliance calendar. In practice this includes the obligations that arise on the first employees, personal-data obligations under the Digital Personal Data Protection Act, 2023, sector-specific licensing, and the requirements that come with contracting with government departments.

Sector questions I have advised on

Some of the more useful work is simply mapping what a particular activity requires before anyone commits capital to it — for example, the licensing position for a cloud kitchen, the regulatory requirements for establishing a school, or the rights and permissions involved in publishing a book.

Please note

This page describes areas of work. It is not an offer to act, it does not create an advocate–client relationship, and nothing on it should be treated as advice on any specific set of facts. Whether a particular course is right for your business depends on facts that this page cannot know.

Questions I am asked most often

At what stage should we put legal documentation in place?

The two documents that earn their cost earliest are the founders' agreement and a standard customer contract. Both are cheapest to settle before anyone disagrees about them, and both become materially harder to negotiate once there is revenue or an incoming investor at the table.

Is a founders' agreement enforceable if it is not in the articles?

Restrictions on the transfer of shares in a private company are generally enforced when they are also written into the company's articles of association. An agreement kept outside the articles may still bind the people who signed it as a matter of contract, but it is considerably weaker against the company and against a transferee. The practical step is to amend the articles so that they reflect what was agreed.

Can we enforce a non-compete against a departing employee?

Section 27 of the Indian Contract Act, 1872 makes an agreement in restraint of trade void, and Indian courts have generally declined to enforce non-compete covenants operating after employment has ended. Confidentiality, non-solicitation and trade-secret protection stand on a different footing and are usually the more workable route.

When should we file our first trade mark?

Ordinarily before the name is used publicly at any scale. Rights in India turn substantially on priority of use and of application, and a search before adoption costs very little set against the cost of rebranding after an objection or a cease-and-desist notice.