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What We Do

Every obligation,
handled completely.

Absurance — a name rooted in absolute assurance. We do not just file forms. We advise, negotiate, draft, coordinate, and execute — so that by the time a document reaches a regulator, everything behind it is exactly right.

🏗️ Incorporation 🗂️ Annual Compliance 💰 Fundraising 🎯 ESOP 🌐 FEMA 🔍 Audit & DD 🏁 Transactions & Closure
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Incorporation & Startup Setup
Starting a business involves far more than submitting an application. The decisions made at incorporation — name, entity type, ROC state, shareholding structure — have long-term commercial and compliance consequences. We advise on all of it, then execute.
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Pre-Incorporation Advisory
Name Selection & AvailabilityAdvising on name availability, checking for trademark conflicts, and selecting a name that works legally, commercially, and as a brand. Multiple rounds of RUN / name reservation handled until approved.
Entity Type & Structure AdvisoryPrivate Limited, LLP, Section 8, OPC — advising on the right structure based on the business model, funding plans, tax considerations, and long-term compliance appetite of the promoters.
ROC State SelectionROC jurisdiction selection based on stamp duty implications, ongoing compliance load, and practical feasibility for the promoters. Not all ROC jurisdictions are equal — we advise on which works best for the specific situation.
Shareholding Structure AdvisoryAdvising on founding shareholding ratios, authorised and paid-up capital, share classes, and voting rights — with an eye on future fundraising rounds and ESOP dilution.
Incorporation & Post-Incorporation
Company & LLP IncorporationEnd-to-end filing — SPICe+, FiLLiP, MOA/AOA drafting, LLP Agreement, first board meeting, auditor appointment, commencement of business declaration, and all post-registration filings.
DSC ProcurementDigital Signature Certificates for Indian nationals, foreign nationals, and foreign organisations — a prerequisite for MCA filings that is often underestimated in complexity for non-resident founders and foreign-owned entities.
Founders' & Shareholders' AgreementDrafting and reviewing the foundational agreements that govern the relationship between promoters — vesting, anti-dilution, drag-along, tag-along, and exit provisions.
Startup Registrations & Recognitions
Startup India & DPIIT RecognitionApplication for DPIIT recognition under the Startup India initiative — unlocking tax exemptions, self-certification for labour laws, and eligibility for government schemes. Coordinated alongside incorporation where applicable.
MSME / Udyam RegistrationUdyam registration for MSME classification — enabling priority sector lending, government tender preferences, and protection under the MSME delayed payments framework.
IEC, ICEGATE & AD Code RegistrationFor businesses dealing in imports or exports — Importer Exporter Code from DGFT, ICEGATE registration for customs portal access, and AD Code registration with the bank for foreign remittances.
National Single Window System (NSWS)Identifying and applying for sector-specific licences and registrations through the NSWS portal — particularly relevant for businesses in regulated sectors requiring multiple approvals before commencing operations.
Section 8 CompanyIncorporation of not-for-profit companies — licence application, MOA/AOA drafted to reflect charitable objects, and ongoing compliance advice specific to Section 8 entities.
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Annual & Ongoing Compliance
The recurring obligations that every company carries — year after year, with every board meeting and every corporate event. Handled proactively, these are straightforward. Missed or poorly managed, they compound into penalties, disqualifications, and due diligence problems.
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Annual Filings & Returns
Annual Return & Financial StatementsPreparation and filing of MGT-7 / MGT-7A and AOC-4 within statutory timelines. The annual return is a public document — errors on it are permanent. We review before filing, not after.
Director KYC & DIN ComplianceAnnual DIR-3 KYC for all directors, monitoring of DIN status, and timely alerts before the deadline. A deactivated DIN locks a director out of all MCA filings — we make sure it never happens.
Significant Beneficial Owner (SBO)Identifying SBOs, collecting BEN-1 declarations, maintaining the SBO register, and filing BEN-2 as required under Section 90.
Event-Based FilingsChange of directors, registered office, charge creation or satisfaction, increase in authorised capital, allotment of shares — every corporate event triggers a filing. We track and ensure nothing falls through.
Board & Meeting Support
Board Meeting ManagementNotices, agendas, and minutes for all board meetings — drafted accurately and maintained as a permanent legal record. Tracking of minimum meeting frequency, quorum, and attendance across the year.
AGM — Notice, Directors' Report & All Related DocumentsComplete AGM documentation — notice with explanatory statement, Directors' Report with all mandatory disclosures under the Companies Act, proxy forms, and attendance records. Drafted to reflect the company's actual position for the year, not copied from a generic template.
Statutory RegistersMaintenance of all registers in proper form — members, directors and KMP, charges, contracts, related party transactions, loans and investments, and SBO. Maintained in a state that is due-diligence ready at any point, without requiring a last-minute clean-up.
SHA & Agreement Compliance
Shareholders' Agreement Compliance TrackingFunded companies carry SHA obligations that run parallel to statutory compliance — information rights, reporting timelines, board composition, reserved matters requiring investor consent. We track these alongside statutory obligations and flag upcoming triggers before they become breaches.

Retainer clients receive a personalised compliance calendar at the start of each financial year — every statutory and SHA deadline mapped out in advance, with proactive reminders well before each due date.

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Fundraising & Investment
A funding round is not just a secretarial event — it is a negotiation, a valuation exercise, a legal drafting exercise, and a regulatory filing, all happening simultaneously. We sit alongside founders through the entire process, from the first term sheet to the final RBI reporting.
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Pre-Investment Advisory & Negotiation
Term Sheet Review & Negotiation SupportReviewing term sheets from investors and advising founders on the legal and compliance implications of proposed terms — valuation, anti-dilution provisions, liquidation preference, board rights, information covenants, and reserved matters. We participate in negotiations where founders want a legal voice at the table, not just a reviewer after the fact.
Valuation CoordinationCoordinating with our empanelled Registered Valuer for share valuation reports — required for instrument pricing under the Companies Act and FEMA. The valuation is not just a compliance requirement; it anchors the investment terms and must be defensible to the investor.
Shareholders' & Subscription Agreement (SHA / SSA)Drafting and reviewing the investment agreements that govern the round — subscription agreement, shareholders' agreement, and any ancillary documents. We draft from scratch for company-initiated rounds, or mark up investor drafts and advise on protective clauses, exit mechanics, and the ongoing obligations they create.
Capital Structure & Instrument AdvisoryAdvising on the right instrument for the round — CCPS, CCD, equity, rights issue — based on the investor's requirements, tax efficiency, control implications, and impact on the founding team's ownership going forward.
Execution — Private Placement & Allotment
CCPS Private Placement — Complete Document SetThe full secretarial document pack for a CCPS round — board resolution to approve the placement, special resolution, private placement offer letter, application form, allotment resolution, share certificates, return of allotment, and all post-allotment MCA filings. Coordinated to run in parallel with the legal documentation so closing is not held up by secretarial work.
CCD & Other Convertible InstrumentsSecretarial documentation for compulsorily convertible debentures and other hybrid instruments — board and shareholder approvals, debenture trust deed coordination, charge creation filings, and all post-allotment ROC filings.
Rights IssueRights issue to existing shareholders — offer letter, renunciation mechanics, allotment board resolution, return of allotment, and all consequential compliance.
Authorised Capital IncreaseBefore any new instrument can be allotted, the authorised capital must accommodate it. Board and shareholder approval, MOA amendment, and MCA filing — coordinated with the allotment timeline so there are no delays at closing.
Post-Investment — FEMA & Regulatory Reporting
FC-GPR FilingWhere the investor is a non-resident, FDI received must be reported to RBI through FC-GPR on the FIRMS portal within 30 days of allotment. A missed or late filing is a FEMA contravention. We file on time, with all supporting documentation including the CS certificate.
Sector Approvals via NSWSFor investments in sectors requiring government or sectoral approval, we coordinate the application through the National Single Window System — ensuring FDI compliance is complete before allotment and no downstream issues arise.
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ESOP
Employee stock options are one of the most powerful tools available to early-stage companies — and one of the most frequently mishandled. A poorly drafted scheme creates legal exposure, employee disputes, and due diligence problems at the worst possible moment. We handle everything from scheme design through to exercise and allotment.
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Scheme Design & Approval
ESOP Scheme DraftingDrafting the ESOP scheme document — pool size, eligibility criteria, vesting schedule (cliff and graded), exercise price methodology, exercise period, treatment on cessation, and provisions for each leaver category. Drafted with investor expectations and future fundraising in mind, not just the current situation.
Pool Sizing & Dilution AdvisoryAdvising on an appropriate ESOP pool as a percentage of the cap table — balancing the need to attract and retain talent against dilution impact on founders and existing investors. Pre-money or post-money pool mechanics discussed before the SHA is finalised.
Board & Shareholder ApprovalBoard resolution approving the scheme, special resolution at a general meeting where required by the Companies Act thresholds, and all associated MCA filings — handled in the correct sequence and within applicable timelines.
Grant, Vesting & Exercise
Grant LettersPreparing individual grant letters for each employee — specifying options granted, grant date, vesting schedule, exercise price, and key conditions. These are legally significant documents and are drafted carefully, not generated from a template.
Vesting Register & Board ReportingMaintaining a vesting register and providing periodic updates to the board on outstanding options, vested but unexercised options, and lapsed grants. Clean records here prevent the disputes that arise when employees or departing founders challenge their entitlements.
Exercise, Allotment & ROC FilingProcessing exercise requests — exercise notices, board resolution approving allotment, share certificates, return of allotment with MCA. ESOP register and all statutory registers updated to reflect the new shareholding.
Leaver & Termination HandlingWhen an employee leaves — voluntarily or otherwise — ESOP treatment depends on the scheme terms and the leaver category. We advise on the applicable provisions and process the lapse, buyback, or accelerated vesting as required.
Annual ESOP Disclosure in Directors' ReportMandatory disclosure of ESOP details in the Directors' Report each year — grants, vesting, exercises, and outstanding options — prepared and included as part of the AGM documentation.
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FEMA & Foreign Investment
Foreign investment creates reporting obligations that are strict on timelines and unforgiving on errors. Late or incorrect filings under FEMA are contraventions — and each one requires compounding. We ensure timely, accurate reporting so that question never arises.
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RBI Reporting & Filings
FC-GPR — Inbound FDI ReportingReporting of foreign direct investment received from non-residents on the FIRMS portal within 30 days of allotment. Preparation of the CS certificate, coordination of the valuation report, and all supporting documentation required by RBI.
FC-TRS — Transfer of SharesReporting of secondary transfer of shares between a resident and a non-resident — or between two non-residents. Filed on FIRMS within 60 days of receipt of consideration or transfer of shares, whichever is earlier. CS certificate and valuation report as applicable.
FLA Return — Annual RBI FilingAnnual Foreign Liabilities and Assets return, mandatory for Indian companies that have received FDI or made ODI. Filed directly with RBI by July 15 each year. Missing this deadline is one of the most common and avoidable FEMA contraventions.
DI Filing — Downstream Investment ReportingWhere an Indian company that has received FDI makes a downstream investment into another Indian entity, a DI filing is required on FIRMS. We handle the filing and advise on the sectoral cap and ownership structure implications.
Compounding of FEMA OffencesWhere a contravention has already occurred — late FC-GPR, missed FLA return, unreported transfer — we prepare and file the compounding application with RBI, compute the applicable penalty, and follow through to the compounding order.
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Secretarial Audit & Due Diligence
A clean audit report is built over the year, not assembled before the auditor arrives. For companies where secretarial audit is mandatory — or for those preparing for investment or acquisition — the quality of the underlying compliance record is everything.
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Audit & Certification
Secretarial Audit — Section 204Mandatory for certain classes of companies. An independent review and certification of compliance with the Companies Act, FEMA, labour laws, and other applicable statutes. The MR-3 report is attached to the annual report and is a public document — it reflects directly on the company's governance standards.
FEMA Compliance CertificateCS certification of FEMA compliance — required by banks and lenders as part of credit appraisal, and by foreign investors as part of their due diligence before investment.
Other CS CertificationsVarious certifications required under the Companies Act — e-form certifications, compliance certificates for specific transactions, and regulatory filings requiring a practising CS signature.
Due Diligence & Compliance Clean-Up
Investor & Acquirer Due DiligenceSecretarial due diligence for investors and acquirers — reviewing MCA filings, statutory registers, board minutes, charge register, ESOP records, and FEMA compliance. Gaps are identified, quantified for risk, and a remediation plan proposed.
Compliance Clean-UpMany companies arrive with historical compliance gaps — missed filings, unsigned minutes, incomplete registers. We audit the record, identify what is material and what is not, and systematically remediate before the next funding event or due diligence exercise.
MCA Search ReportSearch reports on MCA records — charge status, director history, filing compliance — for lenders, acquirers, and counterparties assessing a company before entering into a transaction.
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Transactions & Closure
Structural changes and closure require careful sequencing. Whether a company is changing its name, converting its structure, or winding down entirely — the process must be handled correctly to avoid ongoing liability after the fact.
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Structural & Identity Changes
Name ChangeBoard and shareholder approval, RUN application, new Certificate of Incorporation, and consequential amendments across all company documents, statutory registers, and external registrations.
Registered Office ChangeChange within city, within state, and across states — including Regional Director approval where required. Coordinated with updates to all statutory records and third-party notifications.
Conversion of EntityPrivate to public, public to private, company to LLP, LLP to company — advising on the right structure and handling the conversion end to end.
Mergers & AmalgamationsSecretarial support for mergers under fast-track and NCLT routes — board approvals, creditor and shareholder meetings, and filing coordination. Handled selectively and in close coordination with transaction counsel.We work alongside transaction lawyers on M&A matters rather than leading independently.
Winding Up & Strike-Off
Fast Track Exit — STK-2Voluntary strike-off for defunct or dormant companies. Board and shareholder approval, tax authority clearance, and STK-2 filing with MCA. Closing a company cleanly eliminates the ongoing director compliance burden of an inactive entity.
Voluntary Winding UpMembers' voluntary winding up — declaration of solvency, liquidator appointment, creditor settlement, and final dissolution filing with MCA.
LLP Closure — Form 24Strike-off of LLPs — partners' consent, clearance from revenue authorities, and Form 24 filing with MCA.
Compounding Before ClosureWhere historical non-compliance needs to be resolved before the company can be closed — application to the Regional Director or NCLT for compounding, so directors are not left with residual personal liability after dissolution.
Annual Retainer
Consistent coverage,
all year long.

Most secretarial obligations are not one-time events — they recur every year, with every board meeting and every corporate event. An annual retainer with Absurance means every obligation is tracked, every deadline is met, and you are never surprised by a penalty notice or a due diligence gap at a critical moment.

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Personalised Compliance Calendar
A full-year calendar of due dates — statutory filings, board meetings, KYC, SHA obligations, and regulatory deadlines — specific to your company's profile and financial year.
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Advance Deadline Reminders
Proactive alerts well before every due date — with enough lead time to gather information, obtain approvals, and file without last-minute pressure.
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Regulatory Updates
MCA circulars, FEMA amendments, and other regulatory changes communicated as they become relevant to your company's compliance obligations.
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