COMPANY REGISTRATION & STARTUP LEGAL SERVICES IN GURGAON — SPJ ADVOCATES & CO.

Startup & Business Setup Legal Services in Gurgaon, Delhi NCR

SPJ Advocates & Co. provides end-to-end startup and business setup legal services for founders, growing companies, and foreign investors setting up in India. Based in Gurgaon with a second office in Noida, we advise clients across Delhi NCR and pan-India — from entity selection and company registration through commercial contracts, IP protection, employment law, and ongoing MCA compliance.

Advocate Sunita Sharma, Founder & Managing Partner, has over 15 years of experience advising startups and businesses at every stage of growth. Enrolled with the Bar Council of Delhi, she appears before the Delhi High Court and the Supreme Court of India, while the fellow team lawyers are enrolled with the Bar Council of Punjab & Haryana, representing clients before the Punjab & Haryana High Court across Haryana matters.

Call: +91-8920245815 | Offices in Gurgaon & Noida

Our Startup & Business Setup Legal Services

1. Entity Selection & Structuring Advice

Choosing between a Private Limited Company, LLP, OPC, or Partnership Firm is not a straightforward decision — it has direct implications for how you raise funding, split equity, manage liability, and handle compliance for years ahead.

We assess your sector, ownership structure, funding roadmap, and tax position before recommending a structure. Founders who select the right structure from day one avoid costly problems later.

What we advise on:

  • Private Limited Company vs LLP vs OPC vs Partnership — practical comparison for your specific situation
  • Shareholding structure, voting rights, and founder control
  • Foreign Direct Investment eligibility and Automatic vs Government Route
  • Tax-efficient structuring for Indian and foreign promoters
  • Pre-incorporation steps to protect IP and brand before formal registration

2. Company Incorporation & Registration

We manage the complete incorporation process with the Ministry of Corporate Affairs (MCA) under the Companies Act, 2013 — from Digital Signature Certificates through to the Certificate of Incorporation and your post-incorporation compliance kit.

We handle:

  • Digital Signature Certificates (DSC) for all directors and shareholders
  • Director Identification Numbers (DIN) — filed within SPICe+
  • Company name reservation and MCA objection handling
  • Drafting of Memorandum of Association (MOA) and Articles of Association (AOA) — customised to your business objects, share structure, and governance rules
  • SPICe+ form filing with integrated PAN, TAN, GST, EPFO, ESIC, and bank account opening
  • Certificate of Incorporation from the Registrar of Companies (ROC)
  • Post-incorporation kit: statutory registers, share certificates, board resolutions, compliance calendar

Typical timeline: 15–20 working days for a Private Limited Company with complete documentation.

We provide a fixed-fee quote before starting. No hidden charges.

3. Founders' Agreements & Shareholder Agreements

Most startup disputes like co-founder fallouts, equity disagreements, and IP ownership fights start because agreements were either not drafted well or never made at all.

We draft founders' agreements, shareholder agreements, and investment agreements that reflect how your company actually works, not how a standard template assumes it should work.

We draft and advise on:

  • Co-founders' agreements covering equity split, vesting schedules, roles, and what happens when a founder leaves
  • Shareholder agreements including share transfer rules, minority shareholder protections, and protection against ownership dilution
  • ESOP scheme design and documentation — how employee shares are structured, earned over time, and managed.
  • Convertible notes and SAFE agreements for early stage funding
  • Term sheet review and negotiation support for angel and Series A rounds
  • IP assignment agreements — making sure all pre-company work and ideas are formally owned by the business

4. Intellectual Property Registration & Protection

A company's brand, product, and technology are frequently its most valuable assets — and the most commonly overlooked at the setup stage.

We handle IP registration as part of the business formation process, not as an afterthought.

We assist with:

  • Trademark search and registration — name, logo, tagline
  • Copyright registration for software, content, and creative works
  • Patent filing advisory for product and technology startups
  • Design registration for industrial and product design
  • IP audit and assignment to the company entity at incorporation stage
  • Cease and desist letters and IP enforcement

See our full Intellectual Property services page for trademark, patent, copyright, and design registration details.

5. Post-Incorporation Registrations

Company registration is only the first step. Several further registrations are required before a business can operate fully and legally in India.

We manage:

  • GST registration and initial return setup
  • MSME / Udyam registration
  • Shops & Establishment Act registration (Haryana, Delhi, UP)
  • Import Export Code (IEC) — for any cross-border trade
  • Professional Tax registration (state-specific)
  • EPFO and ESIC registration on crossing the employee threshold
  • ISO advisory and industry-specific licence identification

6. Ongoing MCA & Annual Compliance

Every company registered in India has mandatory annual obligations. Missing filings attract late fees of ₹100 per day per form under the Companies Act, 2013 — and serious non-compliance can result in director disqualification.

We manage annual compliance for Private Limited Companies, LLPs, and OPCs so founders can stay focused on the business.

Annual compliance we handle:

  • Annual Return filing (MGT-7) with the ROC
  • Financial Statements filing (AOC-4) with the ROC
  • Board meeting scheduling, agenda drafting, and minutes preparation (minimum four per year)
  • Annual General Meeting (AGM) compliance
  • Statutory register maintenance — members, directors, charges, contracts
  • Director KYC (DIR-3 KYC) — mandatory annually for every director
  • Statutory audit coordination and support
  • Income tax return filing for the company
  • GST return filing — GSTR-1, GSTR-3B (monthly or quarterly) and GSTR-9 (annual)
  • MCA, GST, and income tax notice handling
  • Compliance audit support for fundraising due diligence

7. Commercial Contracts & Business Agreements

Every business relationship generates legal exposure. We draft and review commercial contracts that protect the company's interests across its full range of business dealings.

Contracts we draft and review:

  • Vendor and supplier agreements
  • Client service agreements and master service agreements (MSAs)
  • SaaS and software licensing agreements
  • Non-disclosure and confidentiality agreements (NDAs)
  • Distributor and channel partner agreements
  • Franchise agreements
  • Consulting and independent contractor agreements

See our Contracts & Agreements practice page for more detail.

8. Employment Law & HR Documentation

As a company grows, employment law compliance becomes increasingly important. Offer letters, employment agreements, HR policies, and disciplinary procedures need to be in place before problems arise — not after.

We advise and draft:

  • Employment contracts and offer letters
  • HR policy manuals and employee handbooks
  • Non-compete and non-solicitation agreements
  • ESOP documentation for employees
  • Severance and settlement agreements
  • POSH policy drafting and Internal Complaints Committee (ICC) constitution

For full details, see our Labour & Employment Law services and POSH Compliance services.

9. Foreign Company India Entry

We advise foreign companies and foreign nationals on all aspects of setting up a legal presence in India, including entity choice, FEMA compliance, RBI reporting, and the ongoing regulatory requirements that apply to foreign-invested companies.

We advise on:

  • Wholly-Owned Subsidiary (WOS) registration
  • Joint Venture structuring and agreements
  • Branch Office and Liaison Office registration with RBI
  • FDI compliance — Automatic Route vs Government Route by sector
  • FEMA reporting obligations — FCGPR, FCTRS, and ECB filings
  • Repatriation of profits and dividend remittance procedures
  • Transfer pricing advisory for inter-company transactions
  • Indo-UK, Indo-US, and Indo-Singapore tax treaty application

We have advised clients from the United Kingdom, United States, Singapore, and UAE on India entry — across fintech, SaaS, D2C, and professional services sectors.

10. Commercial Dispute Resolution

When disputes arise — with co-founders, investors, vendors, or clients — we provide representation and advisory across forums.

We handle:

  • Commercial contract disputes and breach of contract matters
  • NCLT matters including oppression and mismanagement petitions
  • Arbitration — domestic and international commercial arbitration
  • Recovery and injunction proceedings before the Delhi High Court
  • Winding-up petitions and insolvency matters under the IBC

See our Commercial Litigation & Dispute Resolution page.

Entity Comparison: Private Limited vs LLP vs OPC vs Partnership

Pvt Ltd LLP OPC Partnership
Liability Limited Limited Limited Unlimited
Min. Members 2 directors, 2 shareholders 2 partners 1 director + nominee 2 partners
FDI Permitted Yes (Automatic Route, most sectors) Limited (Govt Route) No No
Best For Funded startups, scaling companies Professional services, consulting Solo founders Small/family businesses
Annual Compliance High Moderate Moderate Low
Governing Law Companies Act, 2013 LLP Act, 2008 Companies Act, 2013 Partnership Act, 1932

Government fees vary by state and authorized capital. We provide a fixed-fee quote before beginning any engagement.

Why Clients Choose SPJ Advocates

15+ years of startup and business formation experience across fintech, SaaS, D2C, edtech, manufacturing, and professional services.

One firm for all your legal needs — entity formation, contracts, IP, employment law, POSH compliance, and dispute resolution, so you are not managing multiple law firms at different growth stages.

Fixed-fee quotes for incorporation and compliance work — no ambiguity, no surprise billing.

Foreign investor capability — we have advised companies from the UK, US, Singapore, and UAE on India entry, subsidiary setup, FDI compliance, and FEMA reporting.

Local presence, national reach — offices in Gurgaon and Noida, with the ability to file and appear before Delhi NCR courts, the Punjab & Haryana High Court, and the Supreme Court of India.

Recent Client Matters

  • Fintech Startup, Gurgaon — Company registration and co-founders' agreement drafted ahead of the first investor meeting. Read case study →
  • UK-Based Software Company — India subsidiary setup including WOS registration, FEMA compliance, and employment documentation for 12 local hires. Read case study →
  • Edtech Business, Noida — Conversion from Partnership to LLP including restructuring of profit-sharing and partner agreements. Read case study →
  • Consumer Brand, Noida — Private Limited registration combined with trademark filing for brand name and logo before product launch. Read case study →
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