Talk to a CS

Talk to a CS: complete guide

Introduction

A Company Secretary, or CS, is a professional who specialises in company law, corporate governance and regulatory compliance. Company Secretaries are members of the Institute of Company Secretaries of India and advise companies, LLPs, directors and shareholders on how to stay compliant with the Companies Act, 2013, the LLP Act, 2008, and related laws and rules. They handle matters such as incorporation, board and shareholder meetings, statutory registers, annual filings with the Registrar of Companies, changes in directors and share capital, share transfers, ESOPs, secretarial audits and closure of companies.

Company law is detailed and full of deadlines. A missed filing can attract additional fees that grow every day, directors can be disqualified for not filing financial statements or annual returns, and a defective resolution can make a corporate action invalid. Many business owners only learn about these rules when something has already gone wrong: a bank asks for an updated register of members, an investor's lawyer flags missing filings during due diligence, or a director finds their identification number deactivated.

Our Talk to a CS service gives you a one-on-one consultation with a qualified Company Secretary by phone or video. You share your question and relevant documents in advance, the CS reviews them, and during the call you get clear guidance on your compliance position, your options and the next steps. If you need follow-on work, such as filings, resolutions or a compliance clean-up, the CS explains what is involved so you can decide how to proceed.

This page explains who should speak to a CS, what kinds of questions we cover, how the consultation works, what to prepare, timelines, our fee and what happens after the call.

Who Needs It

A CS consultation is useful for:

• Founders planning to incorporate who want to choose between a private limited company, One Person Company, LLP or other structure, and understand the compliance that comes with each.
• Directors of private companies who want to understand their annual compliance calendar, board meeting requirements and personal responsibilities.
• Companies that have missed filings and want to know how to regularise them and what the cost of delay is.
• Startups preparing for fundraising that need to understand share allotment procedures, shareholder approvals, valuation requirements and investor due diligence.
• Businesses planning changes such as adding or removing directors, changing the registered office, changing the company name or objects, increasing share capital or converting between entity types.
• Companies introducing ESOPs that need to understand approvals, scheme documents and filings.
• Shareholders and investors who want to understand their rights under company law and the company's articles.
• Businesses wanting to close a company or LLP and choosing between strike-off and winding up.
• LLPs that need advice on partner changes, LLP agreement amendments and annual filings.
• Companies receiving notices from the Registrar of Companies or other regulators.

A CS consultation is equally useful for finance managers and accountants inside a company who handle filings but want a second view on a specific question, and for directors who have recently joined a board and want to understand their duties. Directors have personal responsibilities under company law, including the duty to act in good faith, to avoid conflicts of interest, to disclose their interests in contracts and to ensure that the company's filings are made on time. Knowing these responsibilities early helps directors protect themselves and the company. Independent professionals, such as consultants who are invited to join a startup's board, often book a consultation to understand what they are signing up for before they give their consent to act as director.

Key Benefits

• Specialist company law advice. You speak to a qualified Company Secretary who deals with company law and governance every day.
• Clarity on compliance. You understand which filings, meetings and registers apply to you, and when.
• Early identification of problems. The CS can point out gaps in your compliance before they become penalties or block a transaction.
• Advance document review. The CS reviews your documents before the call, so the time is spent on answers.
• Practical next steps. You leave the call with a clear list of actions and deadlines.
• Support for important decisions. Getting advice before allotting shares, appointing directors or changing your structure avoids defects that are costly to fix later.
• Confidential and flexible. Consultations are confidential and available by phone or video from anywhere.
• No obligation. You are not required to buy any further service after the consultation.

Why compliance matters more than it seems. For small private companies, compliance can feel like paperwork with no business value. In practice, it affects the business in very real ways. A bank processing a loan, an investor conducting due diligence, a buyer acquiring the company, or a government department processing a tender will all check the company's filings on the public register. Missing annual returns, unfiled changes in directors or defective share allotments can delay or derail these transactions. Directors of companies that fail to file financial statements or annual returns for a continuous period can be disqualified from being directors in any company for several years. The additional fees for late filings also add up quickly. A consultation with a CS helps you understand where you stand and fix gaps before they cause real harm.

Typical questions our Company Secretaries answer include: what filings a newly incorporated company must make in its first year; how many board meetings must be held and what the minimum gap between them is; whether an annual general meeting can be held virtually; how to issue shares to a new investor and what approvals are required; what happens if the declaration for commencement of business was not filed; how to remove an inactive director; what records the company must maintain; how to transfer shares between family members; and how to close a company that has stopped operating.

Eligibility and Legal Requirements

Anyone can book a consultation, including founders, directors, shareholders, partners of LLPs and finance teams. A few points to note:

• Scope. The consultation covers advice on the questions you share. Preparing and filing forms, drafting resolutions, maintaining registers or conducting a secretarial audit are separate services.
• Information-based advice. The guidance is based on the documents and information you share. Please share the company's master data, recent filings and any notices you have received.
• Changing rules. Company law forms, procedures and fees are amended from time to time. Advice is based on the law as on the date of the consultation.
• Professional standards. Company Secretaries are bound by the code of conduct of their professional institute, including confidentiality.
• No representation of outcomes. Where a matter involves discretion of the Registrar or another authority, the CS gives a professional view of the likely approach, but the final decision rests with the authority.

Step-by-Step Guide

1. Book the consultation. Choose the Talk to a CS service and complete the booking with your name, contact details and preferred time.
2. Describe your question. Share a short description of your question or situation, including the name of the company or LLP if relevant.
3. Upload documents. Upload documents related to your question, such as the incorporation certificate, memorandum and articles, recent filings, board resolutions or notices.
4. Assignment. We assign a Company Secretary with experience in your area, such as startup compliance, fundraising, ESOPs or closure.
5. Pre-call review. The CS reviews your documents and, where useful, checks the company's public record. If key information is missing, we contact you before the call.
6. Confirmation. We confirm the date, time and mode of the call.
7. The consultation. The CS discusses your situation, explains the relevant provisions in plain language and outlines your options.
8. Action plan. The CS explains the steps to take, the forms and resolutions involved, the order in which they should be done and the deadlines.
9. Summary. Where appropriate, we share a short summary of the key points discussed.
10. Follow-on services. If you want us to handle the filings or other work, we share the details so you can decide.

Documents Checklist

Depending on your question, useful documents include:

• Certificate of incorporation and company or LLP master data
• Memorandum and Articles of Association, or LLP agreement
• List of directors or designated partners, with their identification numbers
• Shareholding pattern and register of members
• Recent annual returns and financial statements filed with the Registrar
• Board and shareholder resolutions related to your question
• Share allotment or transfer documents
• Any term sheet, shareholders' agreement or investment agreement, for fundraising questions
• ESOP scheme or draft, for ESOP questions
• Notices from the Registrar of Companies or other authorities
• Details of the change you are planning, such as a new director's details or new registered office

How Long It Takes

• Booking and assignment: usually within one working day.
• Pre-call review: typically one to two working days, depending on the documents.
• Consultation call: usually around 30 minutes.
• Summary, where provided: shared shortly after the call.

If you are facing a filing deadline or have received a notice with a response date, mention it while booking so we can prioritise your call.

Pricing

Our fee for Talk to a CS is ₹ 999.

This covers:

• A one-on-one consultation with a Company Secretary by phone or video
• Review of your question and documents before the call
• Clear guidance on your compliance position and options
• An action plan with forms, resolutions and deadlines
• A short summary of key points, where appropriate

Filings, drafting of resolutions and agreements, compliance clean-ups and secretarial audits are quoted separately if you choose to proceed.

Common Mistakes to Avoid

• Treating compliance as optional for small companies. Most company law requirements apply to every company, regardless of size or activity.
• Allotting shares without proper approvals. Defects in share allotments can create problems during fundraising and due diligence.
• Letting filings pile up. Additional fees increase with every day of delay, and continued defaults can lead to director disqualification.
• Changing details without filing. Changes in directors, registered office or capital must be filed within the prescribed time.
• Using templates without review. Resolutions and agreements copied from templates may not suit your articles or the specific transaction.
• Waiting for a notice. It is far easier to fix compliance gaps on your own initiative than in response to a notice.
• Ignoring the articles. The articles of association may contain specific rules on share transfers, quorum or director appointments. Corporate actions must follow both the law and the articles.
• Not keeping minutes and registers. Minutes of meetings and statutory registers are legal records. Missing or incomplete records make it hard to prove that decisions were properly taken.

What Happens After

After the consultation, you will know:

• Where your company or LLP stands on compliance.
• What actions are needed and in what order.
• What deadlines apply and what happens if they are missed.

You can then complete the actions yourself, engage us for filings and documentation, or book a follow-up consultation as your situation changes. Many clients move to an annual compliance package after the consultation so that all their filings are tracked and handled on time.

FAQs

What is the difference between a CA and a CS?

A Chartered Accountant focuses on accounting, audit and tax. A Company Secretary focuses on company law, corporate governance and regulatory filings. Many businesses need both, and we can arrange either consultation.

Can a CS help with LLP compliance?

Yes. Company Secretaries advise on LLP formation, partner changes, LLP agreement amendments and annual filings.

My company has not filed returns for some years. What can I do?

The CS will review your filing history, explain the additional fees and consequences, and outline the steps to bring the company up to date, including any schemes available at the time for regularising defaults.

Can a CS help me close my company?

Yes. The CS will explain the options for closing a company, such as applying for strike-off or voluntary winding up, and the conditions and documents involved.

Is the consultation available by video?

Yes. You can choose a phone or video consultation.

How long is the consultation?

A typical consultation lasts around 30 minutes. Complex matters may need a follow-up session or a separate engagement.

Can a CS draft my board resolutions?

The consultation covers advice. Drafting resolutions, minutes and agreements is available as a separate service.

Can I ask about ESOPs?

Yes. The CS can explain how an ESOP scheme is set up, the approvals required, the filings involved and how grants and exercises work under company law. Tax aspects can be covered in a CA consultation.

Is my information confidential?

Yes. Your documents and information are used only for your consultation and handled in confidence.

Can I book a consultation before incorporating my company?

Yes. Many founders speak to a CS before incorporation to choose the right structure and understand the compliance that will follow. The CS can also explain how to plan the shareholding, choose the authorised capital and draft objects that suit your business, so that the company does not need amendments soon after it is formed.

What if my question also involves a legal dispute?

If your matter involves a dispute between shareholders or directors, the CS can explain the company law position, and we can arrange a consultation with a lawyer for the dispute itself.

What is director KYC and do I need to file it?

Every individual holding a Director Identification Number must complete KYC with the Registrar as required under the rules. If it is not completed on time, the identification number can be deactivated, and reactivation involves an additional fee. The CS can check your status and explain what you need to do.

Does a dormant company still need to file returns?

Yes. A company that has no business activity must still file its financial statements and annual return each year, unless it has applied for dormant status or closure under the prescribed procedure. The CS can explain which option suits a company that is not operating.

Can the CS check my company's public record before the call?

Yes. Where useful, the CS checks your company's filings and status on the public register as part of the pre-call review, so the consultation can address any gaps that show up.

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