Corporate Law Consultancy: Retainers, Legal Opinions and Compliance

What is a legal retainer, and does a small business need one?

A legal retainer is an arrangement where a business engages a law firm on agreed terms to advise it on an ongoing basis, rather than hiring a lawyer afresh each time. The scope (what kinds of work are covered), the response expectations and the fee are written down at the start. The business gets a lawyer who already knows its contracts, people and history, and the lawyer can give quicker and better advice because of it.

Not every small business needs a monthly retainer. A shop with steady customers and few contracts may need a lawyer twice a year. A business that signs vendor and customer contracts every month, employs twenty people, receives notices regularly or is preparing to raise money will usually save money and trouble with a regular arrangement. The test we suggest is simple: if you found yourself looking for a lawyer more than three or four times last year, or signed important documents without one because it felt like too much effort, a retainer is worth considering.

A retainer is not a substitute for a chartered accountant or company secretary. They handle accounts, tax computation and most statutory filings. We handle the legal decisions, documents and disputes, and we work with your CA and CS rather than in place of them.

Ways to engage us for business advice

The labels matter less than the written scope. These are the arrangements businesses most commonly choose.

We do not publish fee amounts. Fees are discussed at the first meeting and agreed in writing. Court fees, stamp duty, government fees and other out-of-pocket costs are always separate.

What a retainer covers, and what it does not

A typical retainer covers day-to-day legal questions from the owners and managers, review and drafting of routine contracts (vendor, customer, service, NDA, employment), replies to legal notices, guidance on the legal side of compliance, updating policies, and short written opinions on questions that come up in the ordinary course of business. It often includes attending an important meeting or negotiation each month or quarter.

What a retainer usually does not cover is litigation, arbitration and tribunal work, large transactions such as an investment round, an acquisition or a restructuring, and work in specialised areas that needs separate counsel. These are quoted separately when they arise, so that a quiet month does not pay for a busy one and a busy month does not come as a surprise. We put the boundaries in writing because disagreements about scope are the main source of friction between businesses and their lawyers.

We also suggest reviewing the arrangement every six months or so. A business that signed up when it had five employees and two contracts may, a year later, have forty employees, a factory lease and a bank facility, and the scope should follow that. Equally, if the retainer is being used far less than expected, it should be scaled down or converted to per-matter work. A retainer that no longer fits the business serves neither side.

What is a legal opinion, and when should a business ask for one?

A legal opinion is a written analysis by an advocate of a specific legal question, based on stated facts and documents, setting out the relevant law, how it applies, the risks and the options. It is different from a quick answer on the phone: it is reasoned, it records its assumptions, and it can be shown to a board, a bank, an investor or an auditor as the basis for a decision.

Businesses usually ask for an opinion before a decision that is expensive to reverse. Can we terminate this distributor without paying compensation? Is the non-compete clause in our employment contracts enforceable? (Post-employment non-competes are generally void under section 27 of the Indian Contract Act 1872, which surprises many employers.) Does this activity need a licence? What is our exposure if we stop paying a supplier who delivered defective goods? Should we reply to this notice, and how? Is it safe to accept this title for a commercial property we want to buy?

An opinion is only as good as the facts it is given. If the facts change, or a document turns up that was not shown, the opinion may no longer hold. That is why our opinions state what we were shown and what we assumed.

How we prepare a legal opinion

1. Define the question

   We agree in writing the exact question to be answered and the decision it will support. A vague question produces a vague opinion.

2. Collect the documents and facts

   Advocate Sadhna Singh collects the contracts, correspondence, licences and other records, and prepares a note of facts that you confirm before we go further.

3. Research and analysis

   We look at the statute, the rules and notifications, and the case law, and apply them to your facts. Where the law is unsettled, we say so.

4. Review and finalisation

   Advocate B.K. Singh reviews the draft and the reasoning. The opinion sets out the answer first, then the analysis, the risks, the options and the assumptions.

5. Discussion and follow-up

   We go through the opinion with you, answer questions, and help with whatever action you decide to take, whether that is a letter, a renegotiation or a change of practice.

Received a legal notice? What a business should do in the first 48 hours

Read it, note the date you received it, and do not reply in anger or ignore it. A legal notice is often the first step towards a suit, a complaint or a criminal case, and the reply (or the silence) will be read by a judge later. Some notices start a statutory clock: a notice under section 138 of the Negotiable Instruments Act gives you 15 days from receipt to pay before a cheque bounce complaint can be filed, and a demand notice under section 8 of the Insolvency and Bankruptcy Code gives an operational debtor 10 days to point out a pre-existing dispute.

Next, collect the documents the notice relates to: the contract, invoices, emails, delivery records, the cheque and its return memo. Check whether the claim is accurate, partly accurate or false. Do not let an employee or manager reply on the business letterhead without legal review, and do not make admissions in WhatsApp messages to the other side while the reply is being prepared.

Notices from government departments (GST, income tax, labour authorities, pollution boards, municipal bodies) have their own procedures and deadlines and often need your CA or a specialist alongside us. For cheque bounce notices, see our cheque bounce lawyer page; for consumer complaints against your business, the consumer law page explains the commissions and their limits.

Compliance calendar for a private limited company

These are the recurring legal and statutory items most private companies deal with. Dates are those usually applicable; the government extends or revises them from time to time, so check the current notification. Your CA or CS will handle the filing itself.

LLPs have their own cycle: the annual return in Form 11 and the statement of account and solvency in Form 8 each year. Labour compliance under the four Labour Codes in force since 21 November 2025 depends on state rules that are still being notified; our page on labour and industrial laws covers that area.

Who is responsible for compliance: the lawyer, the CA or the company secretary?

Legally, the company and its directors are responsible. In practice, the work is divided. The chartered accountant prepares and audits the accounts and handles tax returns. A company secretary (in-house or in practice) usually handles the MCA filings, registers and secretarial records. The lawyer advises on what the law requires in a particular situation, drafts the resolutions and documents behind important decisions, deals with notices and disputes, and keeps the company's contracts and policies in order.

Problems arise in the gaps: a board resolution passed for a loan that needed shareholder approval, an allotment filed with the ROC without a valid board meeting behind it, minutes written months later from memory. These look like secretarial details until a shareholder dispute or a due diligence exercise turns them into evidence. Part of our consultancy work is making sure the legal decisions and the filings match.

Workplace policies a business in Delhi NCR should have

Every workplace with 10 or more employees must constitute an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, with an external member, display the consequences of sexual harassment and the committee's details, and adopt a policy. Complaints must ordinarily be made within three months of the incident (extendable by three months), and the inquiry completed within 90 days. Many businesses have a policy on paper but no functioning committee, which becomes obvious only when a complaint arrives.

Beyond POSH, the policies that prevent most employment disputes are: an employee handbook covering working hours, leave and conduct consistent with the Labour Codes and state rules; appointment letters and confidentiality and intellectual property terms that actually match the role; a disciplinary procedure that gives a fair hearing before action; an IT and device use policy; and an anti-bribery and gifts policy where staff deal with government departments or large customers. A termination done without notice, without a hearing or in breach of the appointment letter is the most common starting point for a claim against an employer.

We draft these to fit the business. A forty-page handbook copied from a multinational, which nobody in a twenty-person company follows, is worse than a short one that people read, because a policy you do not follow is evidence against you.

Privacy policy and data protection under the DPDP Act 2023

Any business that collects personal data of customers, employees or website visitors in digital form, or digitises it, will be subject to the Digital Personal Data Protection Act 2023. The DPDP Rules were notified in November 2025 with a phased start, so obligations are coming into force in stages. In general terms, the law requires a clear notice explaining what data is collected and why, consent for processing (with some legitimate uses allowed without consent), reasonable security safeguards, reporting of personal data breaches, and the ability for individuals to access, correct and erase their data and withdraw consent. Significant penalties are provided for failures.

Until each phase applies, section 43A of the IT Act 2000 and the rules under it continue to matter for sensitive personal data. Practically, a business should now map what personal data it holds and where, fix its website privacy policy and consent forms, review contracts with vendors who process data for it (payroll, CRM, cloud, marketing agencies), and decide who inside the business handles data requests and breaches. For the wider area, including online fraud and takedowns, see our cyber laws page.

Contract review on a retainer: what we look for

When a business sends us a contract to review, we read it for the clauses that cause losses, not for grammar. The usual ones are: payment terms and interest on delay; scope of work and acceptance; limitation of liability and indemnities (especially indemnities that are unlimited and one-sided); termination rights and what happens to money, stock and data on termination; intellectual property ownership; confidentiality; non-solicitation; governing law, jurisdiction and the seat of arbitration; and stamp duty, because an unstamped or understamped agreement creates problems when you need to rely on it in court.

We send back a short note listing the issues in order of importance, with suggested changes, so that the business can negotiate the two or three points that matter rather than fighting over every line. For longer agreements such as shareholder, franchise or joint venture agreements, see our page on commercial contracts and agreements.

Recovering money and settling payment disputes without going to court

A large part of everyday consultancy work is unpaid money, in both directions. Before litigation, the steps that most often work are a precise legal notice with the account statement, a meeting or call to agree a payment schedule, and a written settlement agreement with post-dated cheques or security. Micro and small enterprises registered under Udyam can also refer delayed payments to the MSME Facilitation Council, with interest at three times the RBI bank rate.

Commercial disputes of ₹3 lakh and above require pre-institution mediation under section 12A of the Commercial Courts Act 2015 before a suit that does not seek urgent relief, and many contracts require negotiation or mediation before arbitration. Our page on alternate dispute resolution explains mediation, conciliation and Lok Adalat. When settlement is not possible, we move the matter to the right forum without losing time.

What we need from you to start a retainer

The first month of a retainer is spent understanding the business. These documents make that faster.

How quickly can a business get advice?

On a retainer, routine questions are usually answered within a working day or two, and urgent ones (a notice with a short deadline, a raid, an employee incident, a hearing listed tomorrow) the same day where we can. We do not promise fixed response times for every query, because court days take priority, but the retainer letter records what you can expect and how to reach us out of hours in a real emergency.

Advocate Sadhna Singh is normally the first point of contact for retainer clients. She knows the business's files and handles most day-to-day questions, drafting and notice replies. Advocate B.K. Singh is involved in opinions, strategy, and anything likely to become a dispute or involve regulators or courts; you can read about him on his profile page. Calls, WhatsApp and email all work; important advice is confirmed in writing.

Mistakes businesses make with legal advice

• Calling the lawyer after signing. Advice on a contract is cheap before signature and expensive after a dispute. Send drafts, not executed copies.
• Sharing half the facts. Advice is only as good as the information behind it. An unfavourable email you leave out is the first thing the other side will produce.
• Treating the CA's view as legal advice, or the reverse. Tax, accounts and law overlap, but each professional should answer the questions in their field.
• Using internet templates for important contracts. A template from another country or industry may be unenforceable here or silent on the points that matter to you.
• Replying to notices informally. A manager's WhatsApp reply admitting part of a claim can decide the case before a lawyer sees it.
• Keeping policies only on paper. A POSH policy without a functioning Internal Committee, or a privacy policy that does not match what the website actually does, creates liability rather than reducing it.

Confidentiality, privilege and conflicts of interest

Communications between a client and its advocate for the purpose of legal advice are protected under section 132 of the Bharatiya Sakshya Adhiniyam 2023 (which replaced section 126 of the Evidence Act). An advocate cannot disclose them without the client's consent, subject to narrow exceptions such as communications made in furtherance of an illegal purpose. In 2025 the Supreme Court confirmed the strength of this protection for practising advocates, and also indicated that salaried in-house legal staff stand on a different footing, which is one reason businesses involve outside counsel on sensitive questions.

Before we accept a retainer, we check for conflicts of interest: we do not act for a business against an existing client, or advise two sides of the same transaction. Our engagement letter records confidentiality obligations, how documents are stored and returned, and who in your business is authorised to give us instructions. That last point matters more than it sounds in family and founder-run businesses, where two directors may want different things.

When advice is not enough: moving to litigation or arbitration

Sometimes the right advice is that the matter has to go to a court, tribunal or arbitrator. When that happens on a retainer, the advantage is that the facts and documents are already organised and the earlier correspondence was written with this possibility in mind. We set out the forum, the likely stages and the separate fee for the litigation before anything is filed.

For company disputes in Delhi, including NCLT matters, see corporate lawyer in Delhi. For contract claims, see commercial court cases in Delhi and arbitration and conciliation. And sometimes the right advice is the opposite: that a claim is too small, too weak or too expensive to fight, and that a commercial settlement serves the business better. We will say so when that is the case.

Setting up a retainer: a short checklist

• List the legal questions and documents that came up in the last twelve months.
• Decide whether you want a monthly retainer, on-call advice or per-matter work.
• Name one or two people in the business authorised to instruct the lawyers.
• Gather the company documents, key contracts and policies listed above.
• Note any open notices, disputes or deadlines and flag them at the first meeting.
• Agree the scope, exclusions, response expectations and fee in writing.
• Introduce us to your CA or company secretary so the work fits together.
• Book the first meeting through the online enquiry, phone or WhatsApp.