Corporate Legal Opinion: Written Advice You Can Act On
A corporate legal opinion is a reasoned written view, signed by a practising advocate, on one legal question about your company. We frame the question, organise the facts and documents, and coordinate with the advocate who signs it. The result goes before your board, lender or investor.
What it is
A corporate legal opinion answers one question in writing: can we do this, and what follows if we do? It sets out the facts assumed, the law applied (the Companies Act, 2013, the Contract Act, FEMA, tax law, whichever fits) and a conclusion with reasons. It is advice, not a court order. It is only as sound as the facts handed over.
Under the Advocates Act, 1961, only enrolled advocates practise law, so the opinion must carry an advocate’s signature. Taxhint does not sign legal opinions. We prepare the instruction note and document set, coordinate with a practising advocate, and then handle the follow-through, such as board resolutions, ROC filings or replies, once the opinion is in hand.
Who it applies to
A company facing a decision
Picture a Faridabad auto-parts company whose board wants to lend surplus cash to a firm run by a director’s brother. Or a promoter’s exit under the shareholders agreement. The board wants the legal position in writing before it votes.
Lenders, investors and buyers
A Gurugram startup closing a funding round is often asked by the investor’s counsel for an opinion on its share issue. Lenders ask the same on authority and enforceability. We help you meet their checklist, including for a share purchase agreement.
Founders in doubt or in a dispute
A partner wants out. A director worries about liability. A legal notice has arrived. An opinion tells you where you stand before you reply.
Why it matters
Decisions rest on written reasoning
Minutes that record the advice the board took show that directors asked the right question before acting. If anyone challenges the decision later, that record helps.
Third parties accept it
Banks, investors and counterparties know how to read a signed opinion. A verbal assurance gives them nothing to file.
Advice stays confidential
Section 132 of the Bharatiya Sakshya Adhiniyam, 2023 protects communications with an advocate. In its judgment of 31 October 2025, the Supreme Court held that in-house counsel who are not practising advocates are outside that protection.
Documents required
About the company
- Certificate of incorporation, MoA and AoA
- Latest MCA master data and PAN
- Relevant statutory registers and past resolutions
About the question
- Draft contract, term sheet or notice received
- Timeline of events in date order
- Earlier correspondence and any prior advice
Authority and instructions
- Board resolution authorising the engagement
- KYC of the authorised signatory
- The questions, in writing, as specific as you can make them
How it works
Write the question down
We turn “is this okay?” into two to five precise questions. A narrow question gets a usable answer. A vague one gets a hedge.
Assemble the fact pack
We index your documents, flag gaps and ask for what is missing. Here is the catch: the advocate can only opine on what is in the file, so gaps show up as caveats.
Brief the advocate
We hand the file to a practising advocate and relay clarifications in both directions. The advocate forms the view and signs the opinion.
Act on the opinion
You get the signed opinion with a short action list. In practice, it often ends in a board resolution, a DIR-12 or an MGT-14. We prepare and file those on the MCA V3 portal, alongside your annual compliance filing.
Timelines
Simple, single-issue opinion
Typically three to seven working days once the documents are complete. Multi-document reviews take longer, and we tell you at the start.
Notice windows do not pause
A drawer has 15 days from receiving a Section 138 NI Act demand notice to pay. A corporate debtor has 10 days to reply to a Section 8 IBC demand notice. Bring us the notice on day one.
Filings after the opinion
Special resolutions go to the ROC in Form MGT-14 within 30 days under Section 117(1), and director changes in DIR-12 within 30 days.
What happens if you act without one
Breach you did not see
A company that lends to a director-related party without the special resolution Section 185 needs faces a fine of ₹5 lakh to ₹25 lakh. Officers in default face up to six months’ imprisonment or the same range of fine.
A missed reply window
Ignoring a demand notice does not make it go away. The deadline runs from receipt, and the other side may file next.
A late filing
Under Section 117(2), a late MGT-14 attracts ₹10,000 plus ₹100 per day, up to ₹2 lakh for the company and ₹50,000 for each officer in default, along with the additional fee.
Frequently asked questions
What is a corporate legal opinion?
A corporate legal opinion is a written, reasoned view from a practising advocate on a specific legal question about your company, such as whether a share transfer is valid or a loan complies with the Companies Act. It lists the facts assumed, the law applied and the conclusion. It guides your decision; it does not bind a court. We prepare the file, and the advocate signs.
Who signs the opinion?
A practising advocate signs it, because only enrolled advocates practise law under the Advocates Act, 1961. Taxhint prepares the instruction note and documents, coordinates with the advocate and handles follow-up filings. Where work needs an advocate, a qualified advocate signs it. We never sign a legal opinion ourselves, and we tell you who will before you commit.
Is a legal opinion legally binding?
No. An opinion is professional advice, so no court or authority is bound by it. Its value is practical: your board can show it sought advice, and lenders or investors can rely on it for their own diligence. If the facts change after the date of the opinion, ask for an update before you act.
How is it different from a legal notice?
A legal notice is a demand or warning sent to another party. An opinion is advice given to you. You might ask for an opinion first to learn whether you have a case, then send a notice if you do. Our legal notice service covers the second step, with a practising advocate signing the notice.
Do I need an opinion for a bank loan or investment?
It depends on the lender or investor. Many ask for an opinion on due authority, enforceability and no conflict with your charter documents, and some give their own format. Ask for the checklist early. We map each point to the documents you already hold, so the advocate can address it directly.
Is what I tell you kept confidential?
Communications with an advocate are protected by Section 132 of the Bharatiya Sakshya Adhiniyam, 2023, which continues after the engagement ends. The Supreme Court held on 31 October 2025 that full-time in-house counsel who are not practising advocates do not get this protection. We keep your documents confidential as well.
What facts do you need from me?
We need the documents that decide the question: charter documents, the draft or signed contract, resolutions, notices and a dated timeline. Share the bad facts too. An opinion built on a rosy version falls apart the moment the other side produces the missing paper, and the advocate must record what was assumed.
Can my CA or company secretary give a legal opinion?
Chartered accountants and company secretaries give professional views on accounts, tax and compliance, and these are often what a lender needs. A legal opinion on rights, liability or enforceability is advocate territory. Where a question mixes the two, we split it and route each part to the right professional.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
There is no government fee for obtaining an opinion itself. Any follow-on filing carries its own fee: for example, MGT-14 costs ₹200 to ₹600 depending on your authorised capital slab, plus an additional fee if filed late.
Ready to begin?
Send us the question and the documents. We will tell you what the advocate needs, who signs, and what it costs before you commit.