Corporate & Commercial
Lawyers in India

Nilaya Legal is a corporate and commercial law firm in India acting as external counsel to startups, founders and growth-stage companies. From the founders’ agreement that starts a company to the commercial contracts that scale it, our corporate and commercial lawyers handle the legal work that sits between a good idea and a fundable, defensible business.

2021

Built as a focused corporate and commercial practice

Outside Counsel

Day-to-day legal cover without an in-house team

Idea → Scale

Contracts and governance across the company lifecycle

Boutique

A senior lawyer leads every mandate

Outside Counsel for Startups and Growth Companies in India

Most companies do not need a corporate lawyer once a year for a big event. They need one most weeks. A customer contract to review, a vendor’s terms to push back on, a new hire’s ESOP letter, a data-processing clause a client is insisting on, and others are usually day-to-day tasks. Nilaya Legal works as a corporate law firm that operates the way an in-house counsel would, without the cost of building an in-house team before you are ready.

We set the firm with a focus on the companies that drive India’s new economy such as technology, fintech, SaaS, consumer and gaming businesses. Our corporate and commercial lawyers combine the transactional rigour of a deal practice with the commercial pragmatism a founder needs. Our advisory is framed around what protects the business and what closes the deal.

 

How can we help

Who We Advise: Founders, Operators and Regulated Businesses

Whether you need a one-off commercial contract drafting lawyer in India or ongoing outside counsel, we structure the engagement around how your business actually consumes legal work.  

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Early-Stage Startups

The legal foundations decide how cleanly a business runs. We act as your outside counsel and advice on:

  • Founders agreement and co-founder equity split
  • Incorporation, IP assignment and ESOP foundations
  • Reusable customer and vendor contract templates
  • Website terms, privacy policy and DPDP basics
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Growth-Stage Companies

We act as ongoing business lawyers in India and review the commercial agreements that move revenue, manage governance, and keep the company compliant as it enters new sectors and geographies.

  • Master services agreements, SaaS and licensing contracts
  • Distribution, reseller and partnership agreements
  • Corporate governance and board support
  • Employment, ESOP and contractor documentation
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Fintech, SaaS & Gaming

As fintech lawyers in India,  we advise on the licensing, data and contracting issues specific to regulated digital businesses.

  • Fintech regulatory and partnership structuring
  • SaaS agreements, SLAs and data-processing addenda
  • Online gaming legal compliance and licensing
  • DPDP Act compliance for data-heavy products

Corporate & Commercial Legal Services in India

Advisory across the contracts, compliance and governance delivered by corporate and commercial lawyers in India who know how startups and growth businesses operate.
Contracts

Commercial Contract Drafting & Negotiation

As your commercial contract drafting lawyer in India, we handle the agreements that run the business, such as master services agreements, SaaS and licensing contracts, NDAs, vendor terms and the reseller and distribution agreements that open new channels.
Equity vesting

Founders Agreement & Co-Founder Equity Split

We document the co-founder equity split agreement for India capturing equity, vesting, roles, decision rights, leaver provisions, and IP assignment.
Fintech

Fintech Legal & Regulatory Advisory

We act as legal counsel for fintech startups on the regulatory and contracting questions that define the sector. We assist with RBI-regulated partnership structuring, lending and payments arrangements, customer terms and the data obligations a financial product carries.
Softwares

SaaS, Technology & Data Protection

For software businesses and SaaS companies handling personal data at scale, we draft subscription terms, SLAs, data-processing addenda and IP clauses, and provide DPDP Act compliance advice.
Gaming

Online Gaming & Interactive Entertainment

As gaming lawyers in India, we advise real-money and interactive gaming businesses on online gaming legal compliance. We advise on the evolving central and state regulatory framework, GST treatment, platform terms, responsible-gaming obligations and player-data protection.
Company Law

Corporate Governance & Company Law Advisory

We provide corporate governance advisory for startups and growth companies, advising on board and shareholder processes, statutory and secretarial compliance, policies and the diligence-ready record-keeping investors expect.

Representative Corporate & Commercial Matters

A representative snapshot of the corporate and commercial matters our team has advised on. As a corporate and commercial law firm in India, we act for startups and growth companies across sectors. Client identities are not disclosed without consent.

B2B SaaS Contract Suite

Acted as a commercial contract drafting lawyer for a B2B SaaS company building a reusable contract stack of master services agreement, order forms, SLA and a DPDP-ready data-processing addendum that cut its enterprise sales cycle.

Lending Partnership Structuring

Advised a fintech startup as legal counsel on a co-lending partnership with an NBFC, structuring the arrangement within the RBI framework, drafting the partnership and customer-facing terms, and mapping data-sharing obligations.

Co-Founder Equity & Vesting

Acted as founders agreement lawyer to multiple co-founder teams, negotiating the co-founder equity split, reverse-vesting schedule, decision rights and leaver provisions, with full IP assignment into the company before the first raise.

Real-Money Gaming Launch

Advised a real-money gaming platform on online gaming legal compliance in India on the central and state regulatory position, GST treatment, platform terms of use, responsible-gaming controls and player-data protection.

Distribution Network Rollout

Acted for a consumer brand as reseller and distribution agreement lawyer for drafting the distributor agreement, territory and exclusivity terms, pricing and termination provisions for a multi-state retail rollout.

DPDP Compliance Programme

Advised a data-heavy technology company on a DPDP Act compliance programme for  data-mapping, consent architecture, updated privacy policy, vendor data-processing addenda and an internal data-handling policy.

Industries Our Corporate Lawyers Advise

Sector shapes the contract, the compliance load and the risk. These are the industries where our corporate and commercial lawyers do the most work.

Corporate Insights from Nilaya Legal

Practical, experience-based articles on fund formation and startup legal services in India — written by our lawyers for founders and investors.

Corporate & Commercial Law in India: FAQs

Common questions about private equity lawyers, venture capital legal services, startup legal services in India, and shareholder agreements.

What does a corporate and commercial lawyer do?

A corporate and commercial lawyer handles the contracts, governance and compliance that a company relies on to operate — drafting and negotiating commercial agreements, setting up founders and shareholder arrangements, advising the board, and keeping the business compliant with company law and sector regulation. For most startups and growth companies, a corporate and commercial law firm in India functions as outside general counsel: the day-to-day legal cover a business needs long before it can justify a full in-house team. At Nilaya Legal, a senior lawyer leads every engagement.

When should a startup hire a corporate lawyer instead of using templates?

Templates are fine for a generic NDA; they are dangerous for anything that allocates money, IP or control. A startup should involve a business lawyer in India the moment a contract is non-standard, signed with a counterparty who has more leverage, or touches founder equity, customer data or regulated activity. Downloaded templates miss the clause that matters — an uncapped indemnity, an IP licence with onerous terms of assignment, a liability term with no cap. The cost of a lawyer reviewing a key agreement is a fraction of the cost of enforcing or escaping a bad one.

What should a founders agreement include?

A founders agreement should cover equity split, vesting, roles and decision-making, what happens when a founder leaves, and assignment of all IP to the company. The co-founder equity split agreement is where most founder disputes are won or lost: without reverse vesting, a co-founder who walks away early can keep a large stake they did nothing to earn. A good founders agreement lawyer also documents deadlock resolution and restrictive covenants. This is the cheapest document a startup will ever sign and the one it is most grateful for when a relationship sours.

What is a master services agreement and when do I need one?

A master services agreement (MSA) is the umbrella contract that sets the standing terms between two businesses, liability, IP, confidentiality, payment and termination, so that individual projects can be added through short order forms instead of renegotiating everything each time. You need one as soon as you have a repeat commercial relationship, especially in SaaS, services and technology. A master services agreement drafting lawyer structures the MSA so the heavily negotiated terms are settled once, which is why it both protects the business and shortens future sales cycles.

Yes, fintech sits inside a live regulatory framework where the wrong structure can make a product unlawful rather than merely risky. Fintech lawyers in India advise on RBI-regulated activities such as lending, payments and prepaid instruments, on partnership structures with banks and NBFCs, on customer-facing terms, and on the data obligations a financial product carries. The questions are sector-specific and the regulatory position evolves, so legal counsel for fintech startups is best involved at the design stage, when structure can still be changed cheaply, rather than after launch.

Need Corporate & Commercial Counsel? Let's Talk.

Whether you need a founders agreement, a contract reviewed, a sector-compliance question answered, or ongoing outside counsel, our corporate and commercial lawyers are available for a confidential, no-obligation discussion.