Corporate Restructuring With Legal & Tax Clarity.
We help promoters and investors understand why and how to restructure – whether it is a simple share reorganisation or a full scheme under the Companies Act and SEBI / RBI framework.
Restructuring in Simple Language
We convert complex sections (230–240, 68, 66 etc.) into clear options with timelines, costs and risks.
What Is Corporate Restructuring?
Corporate restructuring means changing the way a company is organised – its share capital, ownership, business divisions or debt – to solve a problem or achieve a future goal.
In practice, restructuring is used when the current structure is blocking growth or creating risk. Typical triggers include new investors, family settlement, regulator observations, mounting losses or the need to separate profitable and non-profitable divisions.
- •Aligning shareholding with real control and contribution.
- •Optimising capital structure – authorised / paid-up capital, reserves, securities premium.
- •Consolidating or hiving off businesses for focus and compliance.
- •Preparing for fund-raise, listing or a strategic sale.
A good restructuring exercise answers three questions clearly:
- 1Objective: What problem are we solving – cash, control, compliance or future funding?
- 2Route: Which legal tool will achieve it with least risk and cost?
- 3Impact: How will it affect tax, minority shareholders and regulators?
Key Types of Corporate Restructuring We Handle
Different goals need different tools. We explain the options and design the detailed steps, documentation and filings.
Buy-back, Bonus, Split / Consolidation
Adjust the number and price of shares without changing the total value of the company. Useful to reward existing shareholders, improve liquidity, correct very high face value or reduce free float.
Preferential Issue & Rights Issue
Issue fresh shares or convertible instruments to promoters / investors at a structured valuation while protecting the rights of existing shareholders and following pricing & disclosure norms.
Capital Reduction & Exit of Non-Active Holders
Return capital to shareholders or extinguish unpaid capital to simplify the cap table, subject to NCLT / Tribunal approval and protection of creditors and minorities.
Merger, Demerger & Slump Sale
Move undertakings between group entities, pool complementary businesses or separate risky divisions. Typically executed through a scheme under sections 230–232 or a slump sale arrangement.
Conversion & Holding–Subsidiary Structure
Convert private to public (or vice versa), create holding / subsidiary layers, or reorganise JV structures to match regulatory caps, investment conditions and group strategy.
IBC-linked & Stress Restructuring
Coordinate restructuring with lenders, resolution applicants and regulators when the company is in financial stress or undergoing processes under the Insolvency and Bankruptcy Code.
When Should You Consider Corporate Restructuring?
Restructuring should not be done only because “others are doing it”. Some genuine triggers:
- •New investor round where cap-table must be cleaned up or ESOP pool created.
- •Family settlement or partner dispute requiring division of business or control.
- •Change in law / regulation making existing structure non-compliant or inefficient.
- •Multiple small entities increasing compliance cost and diluting brand.
- •Legacy mistakes in share allotment, filings or valuation that now need correction.
- •Bank / investor conditions for further lending, IPO or strategic sale.
- •Desire to ring-fence risk of a high-risk division or business line.
- •Optimising tax impact over the medium term while remaining fully compliant.
- •Preparing for listing and aligning with SEBI, FEMA and sectoral rules.
Our Corporate Restructuring Process
We follow a step-wise approach so that you understand the impact before any resolution is passed.
Study MOA/AOA, shareholding pattern, financials, existing agreements and your objective (funding, exit, family settlement, tax optimisation etc.).
Prepare a note comparing 2–3 possible routes with pros/cons, timelines, regulatory approvals and indicative tax impact.
Draft resolutions, notices, explanatory statements, scheme documents, petitions and obtain board / shareholder / NCLT / lender approvals as needed.
Handle ROC, NCLT, SEBI or RBI filings, update registers, share certificates, and guide on accounting entries and disclosures in financial statements.
FAQs – Corporate Restructuring
Some common questions promoters ask before they start a restructuring exercise.
Is corporate restructuring only for large listed companies?
No. Private companies, start-ups, closely-held groups and even LLPs can undertake restructuring. In fact, many issues can be solved early at the private company stage with simpler tools like buy-back, bonus, rights issue or capital reduction.
Does every restructuring require NCLT approval?
Not always. Actions like buy-back (sec. 68), bonus issue, split / consolidation, rights / preferential issue often do not need NCLT, but must follow detailed rules. Merger, demerger and many capital reductions generally involve NCLT.
How important is valuation and tax planning?
Very important. Incorrect valuation can trigger issues under the Income-tax Act, FEMA and anti-abuse provisions. We coordinate with registered valuers and tax advisors so that the legal structure and tax treatment speak the same language.
What documents should we keep ready before starting?
MOA/AOA, updated shareholding (cap-table), last 3 years’ financials, key contracts, loan documents, and any investor / shareholders’ agreements. These help in checking restrictions and consents required.
Important: Restructuring should be based on clear commercial rationale and proper records. Structures created only for short-term tax advantage without substance can attract scrutiny.
We usually begin with a knowledge-oriented discussion – explaining options, approvals and risks – and only then move to detailed execution if you are comfortable.