LexNovaLegal Associates
Corporate Secretarial Support for Companies with Cross-Border Ownership
LexNova provides corporate secretarial support for companies with foreign shareholders or directors, covering statutory filings and governance records.
Companies with foreign shareholders or directors need accurate and timely corporate secretarial support to meet Companies Act obligations, particularly where board members are based abroad and cannot always attend in person. LexNova provides this support, coordinating meetings, resolutions and filings.
This service is typically ongoing rather than one-off, supporting the company through its regular annual compliance cycle as well as specific corporate actions such as share transfers or director changes.
What is corporate secretarial support?
Corporate secretarial support covers maintaining statutory registers, preparing board and shareholder meeting documentation, filing annual returns and event-based forms with the Registrar of Companies, and advising on governance requirements under the Companies Act, 2013. For companies with cross-border ownership, this often includes advising on how foreign directors can participate in meetings and sign resolutions.
Good secretarial practice also reduces friction during due diligence for future investment or M&A, since a company with clean statutory records is easier to evaluate and close transactions with.
When you may need this service
- Companies with one or more foreign directors or shareholders
- Indian subsidiaries of foreign parent companies
- Companies preparing for investment rounds requiring clean statutory records
- Businesses undergoing share transfers, allotments or director changes
- Companies that have fallen behind on annual filings and need to catch up
How LexNova Legal Associates can assist
Meeting support
Preparing notices, agendas and minutes for board and shareholder meetings, including virtual participation.
Statutory filings
Preparing and filing annual returns, financial statements and event-based forms with the Registrar.
Register maintenance
Maintaining statutory registers of members, directors and charges.
Corporate actions
Documenting share transfers, allotments, director appointments and resignations.
Typical process
Onboarding review
Reviewing the company's existing statutory records and compliance status.
Compliance calendar
Setting out upcoming filings and meeting requirements for the year.
Ongoing support
Preparing documentation for meetings and corporate actions as they arise.
Filing and record-keeping
Submitting filings and updating statutory registers promptly.
Periodic review
Checking compliance status periodically to catch any gaps early.
Documents and information commonly required
- Certificate of incorporation and memorandum and articles of association
- Existing statutory registers, if maintained
- Details of directors and shareholders, including foreign parties
- Past annual filings and financial statements
- Board resolutions relevant to recent corporate actions
- Digital signature certificates for authorised signatories
Key legal considerations
- Foreign directors can participate in board meetings through video conferencing under prescribed conditions
- Certain resolutions require physical presence or specific voting methods under the Companies Act
- Annual filing deadlines apply regardless of whether the company is actively trading
- Share transfers involving foreign shareholders may also trigger FEMA reporting
- Persistent late filing can lead to additional fees and director disqualification risk
Common issues and risks
Late annual filings
Delayed filings attract additional government fees and can affect the company's compliance status.
Incomplete registers
Poorly maintained statutory registers can complicate due diligence during a future transaction.
Director disqualification
Repeated non-filing across group companies can lead to disqualification of directors under the Companies Act.
Legal services for clients across Chennai
We provide ongoing corporate secretarial support to a number of companies headquartered near our Saidapet office that have foreign shareholders, helping them stay current with Registrar of Companies filings each year.
Related Chennai page: Corporate Law Firm in Chennai.
Frequently asked questions
- Can a foreign director attend board meetings by video call?
- Yes, the Companies Act permits participation through video conferencing for most matters, subject to certain items that require the director's physical presence.
- What happens if annual filings are missed for a few years?
- The company can typically catch up by filing pending returns along with the applicable additional fees, though prolonged non-filing can attract further regulatory consequences.
- Do share transfers to a foreign shareholder need separate reporting?
- Yes, in addition to the company law formalities, such transfers usually require FEMA-related reporting to the RBI.
- Is a company secretary mandatory for every company?
- A whole-time company secretary is mandatory only above certain thresholds; smaller companies can engage secretarial support on a retainer basis instead.
Information on this page is for general informational purposes and does not constitute legal advice. Every matter turns on its own facts; please speak to a lawyer before acting.
Discuss your corporate secretarial support requirement
Tell us what you are dealing with and the deadline you are working to. We will set out the options, the likely steps and the cost before any work begins.