CS Makarand M. Joshi Promoter Guide

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Chapter 1: Introduction to Promoters

• Definition and concept of a promoter

• Role and importance of promoters in business

• Types of promoters (individual, institutional, professional)

• Promoter vs Entrepreneur

Chapter 2: Legal Framework Governing Promoters

• Relevant provisions under the Companies Act, 2013

• Rights and liabilities of promoters

• Fiduciary duties and disclosure requirements

• Promoter’s position in law

Chapter 3: Business Formation and Incorporation

• Steps in company incorporation

• Choosing business structures (Private Limited, LLP, Public Company)

• Preparation of Memorandum and Articles of Association

• Registration process and required documentation

Chapter 4: Funding and Capital Structuring

• Promoter’s contribution and shareholding

• Bootstrapping vs external funding

• Private equity, venture capital, and angel investments

• Issuance of shares and debentures

Chapter 5: Drafting Promoter Agreements

• Shareholders’ agreements

• Founders’ agreements and vesting clauses

• Non-compete and confidentiality clauses

• Exit strategies for promoters

Chapter 6: Regulatory and Compliance Requirements

• Corporate governance framework

• Statutory filings and annual compliance

• SEBI regulations (for listed entities)

• FEMA and FDI compliance for foreign investments

Chapter 7: Duties, Liabilities, and Risk Management

• Civil and criminal liabilities of promoters

• Misrepresentation and fraud risks

• Due diligence practices

• Mitigation of personal liability

Chapter 8: Taxation and Financial Management for Promoters

• Tax implications on promoter’s income and holdings

• Capital gains and dividend taxation

• Maintaining proper books of accounts

• Audit and financial disclosure requirements

Chapter 9: Corporate Governance and Promoter Control

• Board composition and promoter influence

• Related party transactions

• Safeguarding minority shareholders’ interests

• Removal or replacement of promoters

Chapter 10: Exit Strategies for Promoters

• Transfer and sale of promoter’s shares

• IPO and dilution of promoter stake

• Buyback and takeover regulations

• Succession planning in family-owned businesses

Chapter 11: Case Studies and Practical Insights

• Successful promoter-led businesses in India and abroad

• Common mistakes and lessons learned

• Landmark legal cases involving promoters