The decoder

Jargon, decoded.

Every CA, lawyer, and government form assumes you already know these words. You don't have to pretend anymore — here is what each one actually means, in plain English, with the section of law it comes from.

36 terms · every statutory claim cited

01

The basics

The five words every founder pretends to understand in meetings.

Entity / structure

The legal form your business takes — Sole Proprietorship, LLP, Private Limited, and so on. It decides who is liable for the business's debts, how it's taxed, what paperwork it owes the government, and who can invest in it.

Think of it likeThe chassis of your business. Everything else — funding, tax, liability — bolts onto it.

Incorporations.7, Companies Act 2013

The act of registering a company with the Registrar of Companies. Once the registrar issues a Certificate of Incorporation, the company legally exists as a person separate from you.

Think of it likeThe company's birth certificate. Before it, there is no company — just you and an idea.

Limited liabilitys.2(21)–(22), Companies Act 2013

If the business fails owing money, creditors can claim the company's assets — not your house, car, or savings. Your loss is capped at what you put in. This is the single biggest reason companies and LLPs exist. The shield has holes: personal guarantees you sign, fraud, and certain unpaid statutory dues can still reach you personally.

Think of it likeA firewall between the business's debts and your personal life. Signing a personal guarantee drills a hole through it.

Perpetual successions.9, Companies Act 2013

The company doesn't die when a founder leaves, sells out, or passes away. It continues until it is formally closed down. Shares change hands; the company itself carries on.

Think of it likeThe ship of Theseus, but legally airtight. Replace every shareholder and it's still the same company.

Compliance

The recurring filings, meetings, and payments the law demands from your entity every year — regardless of whether you made any money. Miss them and penalties accrue automatically, often per day of delay.

Think of it likeA gym membership that charges you extra for every session you skip.

02

Inside a company

The parts you'll sign, file, and be asked about at the bank.

MOA (Memorandum of Association)s.4, Companies Act 2013

The company's charter document. It states the company's name, registered office state, what business it exists to do (the 'objects'), and its capital. The company legally cannot do business outside its objects clause.

Think of it likeThe company's constitution — it defines what the company is allowed to be.

AOA (Articles of Association)s.5, Companies Act 2013

The company's internal rulebook: how directors are appointed, how meetings run, how shares transfer, who can veto what. Investor rights from a term sheet usually end up written into the AOA.

Think of it likeIf the MOA is the constitution, the AOA is the standing orders — the day-to-day rules of the house.

Authorised capitals.2(8), Companies Act 2013

The maximum share capital the company is permitted to issue, as stated in its MOA. It's a ceiling, not real money — you can authorise ₹10 lakh and issue only ₹1 lakh. Raising the ceiling later requires a filing and fees.

Think of it likeThe size of the pizza box. It says nothing about how much pizza is actually inside.

Share & shareholders.2(84), Companies Act 2013

A share is a unit of ownership in the company; a shareholder (or 'member') is whoever holds it. Owning shares gives you a slice of the company's value and votes — it does not automatically give you a salary or a say in daily operations.

Director vs shareholders.2(34), Companies Act 2013

Shareholders own the company; directors run it. In a startup the same people usually wear both hats, which is why founders mix them up. The legal duties — and personal penalties for non-compliance — attach to the director hat, not the shareholder one.

Think of it likeShareholders own the bus. Directors drive it — and get the traffic tickets.

DIN (Director Identification Number)s.153–154, Companies Act 2013

A unique lifetime number every director must have before being appointed to any company board. One person, one DIN, across all companies they ever direct.

Think of it likeA PAN card, but for being a director.

DSC (Digital Signature Certificate)Information Technology Act 2000

A USB-token-based digital signature used to sign government filings electronically. Every MCA form, and most tax filings for companies, must be signed with one. No DSC, no filing.

Think of it likeYour ink signature, converted into a cryptographic key on a pen drive.

CIN (Corporate Identification Number)s.7, Companies Act 2013

The 21-character code stamped on your Certificate of Incorporation. It encodes the company's listing status, industry, state, year of incorporation, and registration number — and must appear on letterheads, invoices, and official correspondence.

Think of it likeThe company's number plate. Anyone can look it up on the MCA portal.

Registered offices.12, Companies Act 2013

The official address of the company on government records — where legal notices land. It must be a real address capable of receiving mail (it can be your home), verified within 30 days of incorporation, and every change must be filed.

03

The regulators

The alphabet soup that will be reading your filings.

MCA (Ministry of Corporate Affairs)

The central government ministry that administers company and LLP law. Its online portal (MCA21) is where companies are incorporated and where every corporate filing goes.

ROC (Registrar of Companies)s.396, Companies Act 2013

The MCA's field office for your state. The ROC incorporates companies, receives annual filings, levies penalties for late ones, and can strike a defaulting company off the register.

Think of it likeThe examiner who actually grades your paperwork. 'ROC filings' means the annual homework you owe this office.

RBI (Reserve Bank of India)FEMA, 1999

India's central bank. For founders, it matters the moment foreign money touches your company — every foreign investment must be reported to the RBI, and its pricing and reporting rules under FEMA apply to the transaction.

SEBI (Securities and Exchange Board of India)SEBI Act 1992

The securities market regulator. Early-stage startups rarely deal with SEBI directly — it enters the picture with funds (AIFs), public fundraising, and IPOs.

GST / GSTINs.22 & s.24, CGST Act 2017

Goods and Services Tax — India's indirect tax on sales. Registration becomes mandatory when turnover crosses the threshold (₹40 lakh for goods, ₹20 lakh for services, in most states) or immediately in certain cases like inter-state supply and e-commerce. Your GSTIN is the registration number.

Think of it likeNot a tax on your profit — a tax you collect from customers and pass on, with monthly paperwork to prove it.

PAN & TANs.139A & s.203A, Income-tax Act 1961

PAN is the company's income-tax identity — it gets its own, separate from yours. TAN is a second number needed to deposit tax you deduct from payments like salaries and rent (TDS). A company typically needs both from day one.

04

The annual rituals

What 'compliance' actually means on a calendar.

Board meetings.173, Companies Act 2013

A formal meeting of the directors, with notice, agenda, and recorded minutes. The first one is due within 30 days of incorporation. After that, the general rule is a minimum of four a year with no more than 120 days between two meetings; small companies and OPCs get a lighter regime of two a year, one in each half of the calendar year.

AGM (Annual General Meeting)s.96, Companies Act 2013

The yearly meeting where shareholders approve the accounts and appoint auditors. The first AGM is due within 9 months of the end of the company's first financial year. One Person Companies are exempt.

Statutory audits.139, Companies Act 2013

Every company must have its accounts audited by a Chartered Accountant every year — there is no 'too small to audit' exemption for companies. The first auditor must be appointed within 30 days of incorporation.

Think of it likeA yearly report card on your books, signed by an outsider. Non-negotiable for companies, turnover-dependent for LLPs and proprietorships.

Annual return & financial statements (MGT-7 / AOC-4)s.92 & s.137, Companies Act 2013

The two filings every company owes the ROC each year: its audited financial statements (form AOC-4) and its annual return of shareholders and directors (form MGT-7 or MGT-7A). Late fees run ₹100 per day, per form, with no upper cap.

ITR (Income Tax Return)s.139, Income-tax Act 1961

The company's own income tax return, separate from your personal one. A company must file even at zero revenue and zero profit — a loss-making return also preserves the right to carry those losses forward.

05

Money & funding

The vocabulary of the term sheet.

Cap table

The spreadsheet of truth: who owns what percentage of the company, through which instruments, bought at what price. Every funding round rewrites it; investors read it before anything else.

ESOP (Employee Stock Option Plan)s.62(1)(b), Companies Act 2013

A scheme that gives employees the right to buy shares later at a preset price, so they share the upside they help create. Options are taxed twice in India: as salary when exercised, and as capital gains when the shares are sold.

Convertibles (SAFE / CCD / CCPS)

Instruments that start as an investment and convert into shares later, usually at the next priced round. In India, foreign investment must come in through equity or compulsorily convertible instruments — CCDs and CCPSs — under FEMA rules; the Silicon Valley SAFE has no recognised status here and gets adapted into these forms.

Angel taxs.56(2)(viib), Income-tax Act 1961 (deleted)

The former tax on startups that raised money at a price above 'fair market value' — the excess was taxed as the company's income. Finance Act 2024 deleted the provision for shares issued on or after 1 April 2024, so new fundraises are clean; rounds raised before that date can still face assessments for those years.

FDI (Foreign Direct Investment)FEMA 1999 · NDI Rules 2019

Foreign money buying shares in an Indian company. Most sectors are on the 'automatic route' — no prior approval, just pricing rules and reporting to the RBI after the money lands. A few sensitive sectors need government approval first, and investment from countries sharing a land border with India always does.

FEMA (Foreign Exchange Management Act)FEMA, 1999

The law governing every rupee that crosses India's border — investment in, profits out, loans, royalties, all of it. If your company has any foreign shareholder, FEMA's pricing, reporting, and repatriation rules apply to you.

Think of it likeCustoms, but for money instead of luggage.

06

The endgame

How structures pause, close, or get closed for you.

Dormant companys.455, Companies Act 2013

An official 'paused' status for a company with no significant transactions — it stays alive on the register with lighter compliance until you reactivate it. Useful for holding a name or asset without running a business.

Strike-offs.248, Companies Act 2013

Removal of the company from the register — the fast, cheap way to close a company that has no assets, liabilities, or operations. It can be voluntary, or the ROC can do it to you for not filing; directors of struck-off companies can face disqualification.

Think of it likeDeleting the account. Voluntary strike-off is tidy; being struck off by the ROC is not.

Winding up / liquidationCompanies Act 2013, Ch. XX · IBC 2016

The full, formal funeral: assets sold, creditors paid in legal order, whatever remains distributed to shareholders, and the company dissolved. Slower and costlier than strike-off — it's the route when there are real assets and debts to settle.

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