Mergers and Acquisitions (M&A) are powerful strategic tools for business expansion, market entry, or restructuring. However, these complex transactions involve more than just financial considerations—they are deeply rooted in legal compliance, due diligence, and regulatory frameworks.

This is where a Company Secretary (CS) plays a vital role.

At Rahul Umbarkar and Associates, Mumbai, we specialize in offering end-to-end legal and compliance support for M&A activities, ensuring businesses sail smoothly through the transition with zero legal hiccups.

 

🔍 Why Mergers & Acquisitions Require Legal Expertise

M&A transactions in India are governed by several laws and regulatory bodies, including:

• Companies Act, 2013

• SEBI Regulations (for listed companies)

• Competition Act, 2002

• Foreign Exchange Management Act (FEMA)

• Income Tax Act

• Stamp Duty Laws and Tribunal Approvals

Without a professional guiding you through this legal maze, a merger or acquisition can face roadblocks like:

• Regulatory delays

• Shareholder disputes

• Hidden liabilities

• Penalties for non-compliance

 

📘 Role of a Company Secretary in M&A Transactions

1. Legal Due Diligence

A CS meticulously examines all corporate records, agreements, financial disclosures, and pending litigations of the target company to:

• Uncover risks and liabilities

• Ensure clean title and governance

• Confirm statutory compliances and licenses

2. Structuring the Deal

A Company Secretary advises on the most suitable deal structure:

• Amalgamation vs Acquisition

• Share purchase vs Asset purchase

• Slump sale or demerger

This includes evaluating tax implications, stamp duties, and regulatory processes for each.

3. Drafting and Reviewing Documents

CS professionals assist in preparing and reviewing:

• Memorandums of Understanding (MoUs)

• Scheme of Arrangement

• Board and Shareholder Resolutions

• Share Purchase Agreements (SPAs)

4. ROC and Regulatory Filings

Timely and correct filing of forms like:

• MGT-14, SH-7, INC-28 (under Companies Act)

• FC-GPR / FC-TRS (for FDI transactions under FEMA)

• SEBI and Stock Exchange approvals (for listed companies)

• NCLT filings (for court-approved mergers)

5. Liaisoning with Authorities

A CS acts as the point of contact between the company and:

• Registrar of Companies (RoC)

• National Company Law Tribunal (NCLT)

• RBI (for FDI compliance)

• SEBI (for listed entities)

6. Post-Transaction Compliance

After the deal is closed, there are numerous compliance requirements like:

• Updating statutory registers

• Issuing new share certificates

• Board restructuring

• Communicating changes to stakeholders

A CS ensures all these formalities are fulfilled accurately and on time.

 

✅ Why Choose Rahul Umbarkar and Associates?

At Rahul Umbarkar and Associates, Mumbai, we bring deep domain expertise in corporate law and M&A advisory, assisting startups, SMEs, and large corporations alike.

Our M&A Legal Support Services Include:

• Legal due diligence & compliance checks

• Drafting of scheme of amalgamation or acquisition

• SEBI, NCLT, RBI & ROC liaisoning

• Complete documentation & filing support

• End-to-end advisory on legal structuring

Whether you’re acquiring a business or merging for strategic growth, our team ensures you meet every legal requirement with complete transparency and accuracy.

 

📞 Let’s Navigate Your M&A Legally and Strategically

Planning a merger or acquisition? Don’t let legal complexities slow you down.

Get expert guidance from our team at Rahul Umbarkar and Associates.
📍 Based in Mumbai, Serving Clients Across India
📧 [Insert Email]
📞 [Insert Phone Number]
🌐 [Insert Website]

 

Every successful M&A deal starts with a compliant foundation. Let’s build that together.