Practice Area – Due Diligence Services
At RGA, we recognize that a company’s strength is as good as the alignment of its stakeholders. Shareholder agreements, compliance calendars, and structured investor communication tools form the backbone of sound governance, risk mitigation, and investor confidence. RGA legal and strategic advisory team specializes in comprehensive services around Shareholder Agreements (SHA), equity structuring, investor documentation, regulatory compliance, and post-investment governance solutions.
With extensive experience across industries, jurisdictions, and ownership structures—from startup to established corporations— RGA combines legal acumen with commercial clarity to help RGA builds a durable, investor-ready governance structures.
1. Due Diligence for Shareholding and Equity Transactions
Due diligence is the bedrock of all equity-based transactions. Whether you’re onboarding a strategic investor, negotiating a shareholder exit, or preparing for a funding round, RGA offers deep-dive legal and secretarial due diligence to support well-informed decisions.
- Corporate structure review
- Review of Articles of Association, MOA, and prior SHAs
- Cap table and shareholding validation
- Analysis of board and shareholder meeting minutes
- Verification of prior issuances, consents, filings (ROC/MCA)
- Review of ESOPs, convertible instruments, and related-party disclosures
- Compliance checks for Companies Act, FEMA, and sectoral regulations
RGA ensures you have a clear picture before finalizing any shareholder agreement or investment deal.
2. Drafting, Review & Negotiation of Shareholders’ Agreements (SHA)
The Shareholders’ Agreement (SHA) defines the rights, obligations, and expectations between promoters, founders, and investors. RGA not only assist in drafting and negotiating a tailored SHAs that balance investor protections with founder autonomy.
- Defining rights: affirmative vote, information, board nomination, drag-along, tag-along, ROFR, ROFO
- Transfer restrictions: lock-in, put/call options, exit rights
- Reserved matters and voting thresholds
- Anti-dilution, liquidation preference, and valuation adjustments
- Governance framework for Board and shareholder oversight
- Event of default clauses and dispute resolution mechanisms
RGA ensures an agreement is fair, practical, enforceable, and future-proof.
3. Investment Instruments Drafting: CCPS, CCD, SAFE Notes
RGA advises and prepare documentation for multiple investment formats suited to ones fundraising needs. Whether it’s Compulsorily Convertible Preference Shares (CCPS), Debentures (CCD), or hybrid SAFE notes, RGA provides a complete legal support.
- Structuring of instrument terms
- Drafting term sheets and investor rights documents
- Issuance of offer letters (PAS-4) and subscription agreements
- Drafting and reviewing SH-4, share certificates, resolutions
- Preparing and filing board/EGM resolutions, return of allotment (PAS-3)
RGA makes investment documentation both investor-friendly and regulator-compliant.
4. Compliance Calendar & Corporate Governance Tools
Timely compliance is essential to maintain investor confidence and regulatory standing. RGA help companies set up a compliance calendar and automated governance reminders.
- Creation of annual and quarterly compliance trackers
- Statutory filings under Companies Act (DIR-3 KYC, MGT-7, AOC-4, PAS-6, etc.)
- FEMA, SEBI, and RBI compliance (where applicable)
- Event-based triggers for resolutions, disclosures, and filings
- AGM, Board Meeting, and ROC reporting schedules
- Audit trails and document repositories
RGA ensures you never miss a deadline—and stay investment ready.
5. Share Transfer, Exit & Secondary Transactions Support
Share transfer events—founder exits, secondary investor transactions, buybacks—must be structured to avoid regulatory pitfalls. RGA assists in executing share transfer deeds, SH-4 forms, Board approvals, and stamp duty payment.
- SH-4 drafting and execution
- Board and shareholder resolutions
- Valuation updates and stamp duty advisory
- Exit documentation and payment coordination
- Updating cap table and ROC records
RGA ensures an exit events are smooth, compliant, and dispute-free.
6. Startup Investor Readiness & Due Diligence Pack
For early-stage startup, RGA offers an Investor-Readiness Program to prepare them for their first funding round.
- Company health check and legal clean-up
- Standard document templates (SHA, SSA, ESOP, etc.)
- Founders’ agreement drafting and risk allocation
- Compliance calendar and reporting setup
RGA makes each startup funding-ready in record time.
Conclusion
In today’s fast-evolving corporate landscape, clarity, compliance, and credibility form the foundation of stakeholder confidence. At RGA, we combine legal precision with commercial understanding to offer seamless support for SHA drafting, compliance calendars, due diligence, investor reporting, and post-investment governance.
Whether organization is a startup preparing for funding, an investor safeguarding rights, or an enterprise formalizing founder arrangements — RGA brings structure, protection, and peace of mind to a stakeholder agreements.
Let us help you build governance that earns trust and sustains value.
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