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Legal basics for startup

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The legal basics for startups that an entrepreneur must know, like important startup documents and contracts, startup laws, dispute resolution and the important clauses.

The legal basics for startups that an entrepreneur must know, like important startup documents and contracts, startup laws, dispute resolution and the important clauses.

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Legal basics for startup

  1. 1. 1 Delhi Mumbai Allahabad Hyderabad Chandigarh Bangalore Gurgaon Pune Jaipur Mysore This is meant for private circulation and is provided for your personal information only. © 2016 PSP LEGAL Advocates & Solicitors LEGAL ISSUES FACED BY START-UPS By:- Aditya Parolia Partner, PSP Legal
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  3. 3. BUSINESS PLAN LEGAL AND REGULATROY STRUCTURE A SUCCESSFUL STARTUP 3
  4. 4. 4 “Ignorantia juris non excusat ” Ignorance of law is no excuse
  5. 5. Documentation and Contracts 5 • Incorporation Documents – Memorandum of Articles , Articles of Association, Shareholders Agreement; • Confidentiality and Non- Disclosure Agreements; • Employment Contracts; • Non-Compete / Non- Solicitation Agreements; • Intellectual Property Assignment Agreements; • HR Policies; • ESOPs; • Software License Agreement;
  6. 6. • Software Development Agreement; • Assignment Agreement; • Agency/Franchisee Agreement; • Vendor/Supplier/Contractor Contracts; • Online Agreements; • Outsourcing Agreements; • Click-Wrap Agreements; • Privacy Policy; • Lease; • Insurance Agreements; • Strategic Alliance Agreement; • Equipment/Tech Lease. 6
  7. 7. IMPORTANT CLAUSES • Definitions; • Indemnity Clause; • Confidentiality; • Representations and Warranties; • Jurisdiction and Governing Laws; • Dispute Resolution; • Other Boiler Plate Clauses. 7
  8. 8. 8
  9. 9. COURTS LITIGATION MEDIATION ARBITRATION 9
  10. 10. 10
  11. 11. Civil Dispute Criminal Disputes Corporate/ Commercial Disputes Matrimonial Disputes Consumer Disputes Tribunals (Service , Environment) Arbitrations (Domestic And International) Debt Recovery Service/ Labour Matters 11 Dispute Resolution
  12. 12. 12
  13. 13. 13 Litigation  Supreme Court of India;  High Courts of various States;  District Courts;  Company Law Board;  Environmental Tribunals;  Competition Commission;  Board and Appellate Tribunal Authority for Industrial & Financial Reconstruction;  Anti-Dumping Authorities;  Consumer Protection Fora;  Armed Forces Tribunal;  Debt Recovery Tribunal;  Labour Courts. Arbitration  The International Chamber of Commerce (ICC),  London Court of International Arbitration (LCIA),  Zurich Chamber of Commerce,  Singapore International Arbitration Center (SIAC),  Dubai International Arbitration Center (DIAC),  Stockholm Chamber of Commerce,  The Institute of Arbitrators and Mediators Australia (IAMA)  United Nations Commission on International Trade Law (UNCITRAL)
  14. 14. 14 Companies Act, 2013 Governs all Corporate Bodies. Competition Act, 2002: Law to ensure free and fair competition in the market. Consumer Protection Act, 1986: Law relating to protection of consumers from unscrupulous traders/manufacturers. Environment Protection Act, 1986: Provides framework for seeking environmental clearances. Foreign Exchange Management Act, 1999 Regulates foreign exchange transactions including foreign investment. LABOUR Factories Act, 1948 Law regulating labour in factories, Industrial Disputes Act and Workmen compensation act
  15. 15. Important laws 15 LABOUR LAW DEALING WITH DISPUTES Industries (development and Regulation act), 1951 Governs all Industries DISPUTE SETTLEMENT Arbitration and Conciliation Act, 1996 Provides for statutory recognition and procedure for arbitration and convention awards TAXATION Central Excise Act, 1944 Governs duty levied on manufacture. Customs Act, 1962 Deals with import regulations. Customs Tariff (Amendment) Act, 2003 The Act puts in place a uniform commodity classification code based on globally adopted nomenclature system for use in all trade-related transactions. Income Tax Act, 1961 Governs direct taxes on income of all persons, both corporate and non-corporate as well as residents and non-residents. Sales Tax Act, 1948 Governs the levy of tax on sales.
  16. 16. Important laws 16 SPECIFIC SECTOR Electricity Act 2003 Regulates generation, transmission, distribution, trading and use of electricity and generally for taking measures conducive to development of electricity industry, promoting competition. Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 Seeks to put in place securitisation and asset foreclosure laws creating a legal framework for establishment of Asset Reconstruction Companies. OTHER LAWS Information Technology Act 2000 Law governing E-commerce transactions. Money Laundering Act Prevents money laundering and provides for confiscation of property derived from, or involved in, money laundering Special Economic Zones Act 2005 A comprehensive Act : Provides for the establishment, development and management of the Special Economic Zones for the promotion of exports and for matters connected therewith or incidental thereto.
  17. 17. Important laws 17 Patents Act, Copyright Act, Trade Marks Act Protect intellectual property rights. Indian Contract Act, 1872 The Indian law that governs contracts is codified as the Indian Contract Act, which encapsulates provisions governing the entire life of a contract from its formation to its implementation and conclusion. ICA also provides remedies for breach of contract. Sale of Goods Act, 1930  The basic provisions of the ICA also apply to the contract of sale of goods. The basic requirements of a contract include offer and acceptance, legally enforceable agreement, mutual consent, parties competent to enter contracts, free consent, lawful object and considerations that apply to the contract of sale of goods.  In a contract of sale of goods the seller transfers or agrees to transfer the property (ownership) of the goods to the buyer for a price. A sale is an executed contract, i.e., there is a contract as well as a conveyance. In other words, the property of the goods is transferred from the seller to the buyer.
  18. 18. 18 Chamber 303, C.K Daphtray Block, Supreme Court of India, Tilak Lane, New Delhi-110001 Delhi C-38, Lower Ground Floor, Panchsheel Enclave, New Delhi-110017 Ph. No.: 011-451051567 Chandigarh 418-P, Sector 12-A, Panchkula- 134109 Haryana Pune 503 Corporate Plaza 106A Senapati Bapat Road Shivajinagar, Pune - 411016 (India) Tel: +91-20-25631155/40032169 Allahabad Flat No.1/12, Alkapuri, Hastings Road, Opposite Circuit House, Allahabad Ph. No.: 0532-2424106 Bangalore Chamber no. 5 ,No.2, Mourya Mansion, 1st Floor, 1st Main, 1st Cross, Gandhinagar, Bangalore - 560009. Aditya Parolia +91-9868012992 aditya.parolia@psplegal.org
  19. 19. Disclaimer 19 This presentation is not intended to be, nor is, a source or form of publicity, advertisement or solicitation of work. This presentation or any communication related to this presentation does not establish or purport to establish an attorney-client relationship, nor is it to be construed as an invitation for such relationship. The viewer acknowledges that he/she has read and understood the disclaimer as provided hereinabove. The viewer acknowledges that there has been no inducement, invitation or solicitation of any nature whatsoever from PSP Legal. or any of its members to create an attorney-client relationship through this presentation.

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