Corporate, Commercial & Business Advisory
Wayver advises founders, growing businesses, and international companies on business structuring, commercial contracts, investment documentation, corporate governance, and ongoing general counsel support.
One relationship across the lifecycle
The counsel who incorporated the company negotiates its first investment round.
Incorporate
Entity selection and incorporation, handled end to end.
Contract
Commercial agreements drafted, reviewed, and negotiated.
Invest
Founder, shareholder, and closing documentation.
Govern
Board process and compliance investors expect.
Counsel
Fractional general counsel support on an ongoing basis.
Overview
Common legal issues in growing businesses include weak contracts, unclear ownership, missed filings, and decisions taken without an assessment of the downstream exposure. Wayver acts as corporate and commercial counsel for founders, growing businesses, and international companies operating in India.
The work covers how the business is structured, how it contracts, how it raises and documents investment, and how it is governed, with advice tailored to the commercial objective. For clients who need continuous support, we act as fractional general counsel, an integrated legal partner without the cost of a full-time in-house team.
Scope of Work
Business Structuring & Incorporation
We guide you through every step, from selecting the right business structure and drafting foundational documents to navigating the legal requirements for registration: private limited company, LLP, partnership firm, or sole proprietorship, with filings, director appointments, and post-incorporation compliance handled end to end. Structure decided at the start determines how you raise capital, share profit, and manage liability later.
Commercial Contracts & NDAs
The agreements the business runs on, assisting clients from drafting to negotiation and final execution: service agreements, retainers, NDAs, licensing, and partnership documents. We ensure your contracts are not only legally sound but also commercially viable, protecting your business interests and minimizing future disputes.
Vendor & Distribution Agreements
Papering the supply side and the sales side: vendor contracts, procurement terms, distribution and reseller arrangements, and the risk allocation within each. We support clients through the negotiation of commercial positions.
Investment & Shareholder Documentation
Founder agreements, shareholder terms, share subscription and purchase documents, investor rights, and closing support. Our services cover the entire transaction lifecycle, from deal structuring and due diligence to drafting and negotiating key documents, and we advise both investors and companies.
Fractional General Counsel
We act as an integrated legal partner, offering ongoing legal expertise on a flexible, part-time basis: strategic advice on a wide range of issues, from daily operational matters and commercial agreements to regulatory compliance and risk management. This model allows you to access senior-level legal guidance without the overhead of a full-time in-house counsel.
Corporate Governance
Board processes, reserved matters, reporting rights, transfer restrictions, statutory compliance, and the governance layer investors expect to find in order.
How We Work
Understand the business model
How the business works, earns, hires, contracts, and grows.
Identify legal and commercial risk
Where ownership, liability, compliance, or documentation gaps create exposure.
Put the understanding into writing
Documents and systems the business can use day to day: contracts, templates, playbooks, and approval workflows.
Stay engaged
For fractional general counsel clients, ongoing advice across business decisions on a continuing basis.
Sectors
Technology, AI/ML & SaaS
We work with technology companies across all sectors to ensure legal compliance in their day-to-day operations, providing counsel on everything from due diligence measures for online intermediaries to obligations of e-commerce entities. In the SaaS space, we advise on software licensing, data sovereignty, data ownership, cybersecurity, and open-source compliance.
FinTech & Financial Services
We assist with a wide range of issues, including drafting commercial agreements, applying for and obtaining licenses, structuring complex commercial platforms, and offering strategic advice on legislative frameworks, payment services, data protection law, liabilities of intermediaries, and intellectual property.
Real Estate (Commercial & Housing Projects)
We provide legal guidance from the initial stages of land acquisition to project completion, ensuring compliance with landmark legislation like the Real Estate Regulation Act (RERA), 2016. We offer counsel on title due diligence, the structuring of commercial leases, and construction contracts.
Media, Entertainment, Creators & Influencers
We assist clients across the entire value chain, from talent management and production to IP acquisition and digital distribution, including brand collaboration agreements, digital media rights, and IP protection.
Why Wayver
The focus is to make contracts readable, usable, and commercially aligned, while also helping clients understand what they are agreeing to, where they have leverage, and where risk needs to be managed.
- Training from AZB & Partners and Samvad Partners, applied to a founder-facing and business-conscious legal practice.
- One relationship across the lifecycle. The counsel who incorporated the company negotiates its first investment round.
- Engagement structures a growing business can plan around, whether the need is a single document or standing counsel.
- Legal advisors who understand the business context, spot hidden risk, negotiate commercial positions, and help teams make better decisions.
Frequently Asked Questions
What is a fractional general counsel and when does it make sense?
A fractional general counsel is an external lawyer who serves as the ongoing legal advisor to a business across contracts, decisions, and disputes, typically on a monthly retainer. The arrangement is appropriate when legal questions arise regularly but do not yet justify a full-time in-house hire. Most of our fractional clients are startups, agencies, and growing companies between their first hires and their first institutional funding rounds.
Should we set up a private limited company or an LLP?
If you plan to raise outside investment or issue equity to employees, a private limited company is almost always the answer, because investors invest in shares. An LLP suits professional services and closely held businesses that value lighter compliance and pass-through taxation. The decision depends on funding plans, liability exposure, tax, and how the founders want to hold control.
Are NDAs enforceable in India?
Yes. Confidentiality obligations are enforceable under the Indian Contract Act, and courts grant relief for breach. What is generally not enforceable in India is a non-compete that restrains a person after their employment ends, so protection is built through confidentiality, non-solicitation, and IP assignment provisions.
What should a founders' agreement cover?
Equity split and vesting, roles and decision-making, what happens when a founder leaves, IP assignment to the company, deadlock resolution, and transfer restrictions. Most founder disputes trace back to one of these points being left undocumented at the outset. It is considerably less expensive to record these positions at the start than to resolve them once the business has value.
What ongoing compliance does a private limited company carry?
At minimum: annual filing of financial statements and the annual return, board meetings at prescribed intervals, maintenance of statutory registers, a statutory auditor, and director-level filings. Missed filings result in penalties for the company and personal exposure for the directors. This is standing work we handle for fractional general counsel clients.
Can Wayver review contracts received from counterparties?
Yes, and it is a substantial part of the practice. We review commercial terms, risk allocation, payment structures, and liability positions, and advise on which positions to negotiate and which to accept. The objective is that clients sign with a full understanding of the terms.
This FAQ is general information about Indian law and practice and does not constitute legal advice for any specific business.
Disclaimer
The rules of the Bar Council of India prohibit advocates from soliciting work or advertising their services in any manner. By continuing to browse this website, the visitor acknowledges that they wish to gather information about Wayver Advocates & Solicitors of their own accord and for their own use, and that there has been no solicitation, advertisement, personal communication, or inducement of any kind by the firm or any of its members to create an advocate–client relationship through this website. The material on this website is general information about Indian law and the firm's areas of practice; it is not legal advice or a legal opinion, and accessing or reading it does not create an advocate–client relationship. The firm accepts no liability for any action taken in reliance on the contents of this website. Visitors requiring advice on a specific matter should seek independent professional counsel.