Rohas Legal AI: Corporate

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---
name: board-resolution-drafter
description: Drafts board, committee, shareholder, member, and written-consent resolutions with correct authority, approval level, quorum, conflicts, conditions, delegations, filing actions, and certification language. Use when a user asks to approve a transaction, appointment, financing, bank mandate, allotment, contract, restructuring step, corporate filing, or other company action by resolution. Use for the formal approval instrument and action trail, not for narrative meeting minutes or a general compliance audit.
---

# Board Resolution Drafter

## Purpose

Create an approval instrument that authorises the intended action at the right corporate level, records necessary conditions and conflicts, and gives named people workable implementation authority without silently expanding the decision.

## Required inputs

Obtain:

- the entity's exact name, type, jurisdiction, registration details, and constitutional documents;
- the action to be approved, its commercial terms, supporting documents, and effective date;
- the proposed approving body and whether approval occurs at a meeting, by circulation, or by written consent;
- directors, shareholders or members, attendance, voting rights, quorum, conflicts, and abstentions;
- reserved matters, delegated authorities, financing covenants, investor rights, and third-party consent requirements; and
- filing, notarisation, certification, registry, exchange, lender, bank, or closing requirements.

Treat the entity, jurisdiction, action, approval body, approval method, and material terms as blocking. Use explicit placeholders rather than inventing names, amounts, dates, authority, or voting outcomes.

## Method

1. Build an approval map before drafting. Identify every approval potentially required under statute, constitution, shareholders' agreement, delegation policy, contract, listing rule, financing document, or regulator condition.
2. Verify the current law and governance documents governing notice, agenda, quorum, voting, interested participation, circulation, written consent, and shareholder class rights. State unresolved conflicts between sources.
3. Distinguish prerequisite findings from the decision itself. Include recitals only where they establish authority, disclose an interest, identify a document, or record a condition the approving body actually considered.
4. Draft each operative resolution as a separate decision. Identify the transaction or document precisely, approval status, permitted changes, signatory, implementation authority, filing authority, and limits on delegation.
5. Address conflicts and voting accurately. Name the declared interest and abstention only if supplied; do not imply participation or non-participation from silence.
6. Sequence conditional approvals. State whether effectiveness depends on shareholder, lender, regulatory, counterparty, funding, valuation, or other approval and prohibit premature implementation where necessary.
7. Attach or identify approved documents by title, date and version. Avoid approving a document that cannot be distinguished from later drafts.
8. Create the post-approval action trail: execution, filing, notices, registers, certificates, disclosures, funds flow, closing deliverables, and custody of the signed resolution.
9. Add certification or extract language only in the form required by the recipient and governing regime. Keep certification of a true extract distinct from proof that the underlying meeting was valid.
10. Run consistency checks across entity names, defined terms, figures, dates, documents, approval thresholds, signatories, and action owners.

## Output

Produce:

1. **Draft resolution or written consent**, with headings and operative paragraphs appropriate to the approving body.
2. **Approval-basis note** — source, threshold, quorum, conflict treatment, and unresolved verification.
3. **Action list** — step, owner, deadline, dependency, filing or recipient, and completion evidence.
4. **Document schedule** listing every instrument approved or authorised.

## Guardrails

- Do not backdate, fabricate attendance, quorum, notice, consent, deliberation, disclosure, or voting results.
- Do not treat board, committee, shareholder, class, lender, or regulator approval as interchangeable.
- Do not approve material commercial terms that remain unknown or outside the stated authority.
- Do not assume a circular resolution or written consent is available merely because it is convenient.
- Do not state that approval makes an otherwise unlawful, conflicted, void, or unauthorised transaction valid without current legal analysis.

Referenced files: 1

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---
name: listing-obligations-checker
description: Checks event-based and periodic disclosure, governance, website, shareholder, exchange, and recordkeeping obligations for Indian listed entities under current SEBI regulations, master circulars, exchange requirements, and entity policies. Use when a user asks whether an event is material, what and when to disclose, whether trading-window or unpublished-price-sensitive-information controls apply, or which recurring listing filings are due. Use current official sources because SEBI regulations, circulars, thresholds, and timelines change frequently.
---

# Listing Obligations Checker (India)

## Purpose

Convert an event or reporting period into a source-backed obligation map with exact triggers, deadlines, approvals, recipients, content, dependencies, and evidence of compliance.

## Required inputs

Obtain:

- the listed entity, security type, recognised exchange or exchanges, market-cap category, and group structure;
- the event, decision, information, rumour, default, transaction, meeting, or reporting period being assessed;
- when the event occurred, when the entity learned of it, who knows, and whether it has changed;
- quantitative and qualitative materiality information, current materiality policy, and prior similar disclosures;
- board, committee, auditor, promoter, subsidiary, lender, regulator, and counterparty involvement; and
- any existing draft disclosure, confidentiality arrangement, trading-window status, leak, media report, or exchange query.

Treat entity classification, security, event facts, and timestamps as blocking. If facts remain fluid, issue a provisional analysis with an update trigger rather than a false final conclusion.

## Method

1. Retrieve the current official SEBI Listing Obligations and Disclosure Requirements Regulations, applicable master circular, amendments, SEBI circulars, exchange circulars and filing instructions. Record amendment and access dates; do not rely on an old consolidated copy.
2. Identify adjacent regimes that may apply: insider trading and unpublished price sensitive information, takeover, issue and listing rules, buyback, delisting, debt securities, Companies Act, sector regulation, or exchange-specific requirements.
3. Classify the entity and instrument. Determine which chapters, schedules, governance requirements, exemptions, market-cap bands, high-value debt rules, or subsidiary rules apply.
4. Classify the event under each potentially applicable provision. Separate deemed material events, policy-tested events, subsidiary events, defaults, litigation, fraud, management changes, agreements, ratings, financial results, meetings, and periodic filings.
5. Apply quantitative and qualitative materiality separately. Show the metric, period, source figure, calculation, policy threshold, aggregation, and qualitative rationale. Do not treat a failed numerical threshold as automatically non-material.
6. Establish the disclosure clock from the legally relevant event or knowledge time. Show time zone, business or calendar treatment, intervening exchange hours, dependencies, and any reason for delay that itself must be explained.
7. Determine required governance and controls: board or committee action, authorised disclosure officer, confidentiality, need-to-know access, structured records, trading-window restriction, pre-clearance, rumour verification, and response to leaks or exchange queries.
8. Specify the disclosure package: exchanges, website, shareholders, newspaper, regulator, debenture trustee, depository or other recipient; required content; material attachments; update obligations; and retention period.
9. Draft a disclosure only from verified facts. Separate confirmed fact, management estimate, forward-looking statement, confidentiality limitation, and information to follow.
10. Create evidence of compliance: filing acknowledgement, timestamp, board record, materiality analysis, website capture, dissemination parity, insider list or access record, and follow-up calendar.

## Output

Produce:

1. **Obligation decision table** — source, trigger, applicability, deadline, approval, recipient, and status.
2. **Materiality analysis** with calculations and qualitative factors.
3. **Disclosure timeline** from event through updates and closure.
4. **Draft exchange disclosure**, only if requested.
5. **Control and evidence checklist** — UPSI, trading window, records, website, acknowledgements, and follow-up.

## Guardrails

- Do not use remembered regulation numbers, thresholds, or deadlines without checking the current official text.
- Do not suppress or delay disclosure merely because a contract calls information confidential.
- Do not assume board approval is always the event time; identify the actual trigger under each provision.
- Do not describe information as public, immaterial, speculative, or not price sensitive without a recorded factual basis.
- Do not treat filing on one exchange, a press release, or a website post as satisfying every required channel without verification.

Referenced files: 1

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---
name: m-and-a-diligence-checker
description: Plans and performs legal due diligence for acquisitions, investments, mergers, asset purchases, joint ventures, and exits, producing a tailored request list, completeness assessment, evidence-linked issue log, red-flag report, and deal-document recommendations. Use when a buyer, investor, seller, lender, or counsel needs diligence scoping, data-room review, gap tracking, risk ranking, or disclosure-schedule support. Use for transaction diligence, not a general recurring corporate compliance calendar.
---

# M&A Diligence Checker

## Purpose

Turn the deal structure and risk allocation into a focused diligence process that distinguishes verified fact, document gap, legal issue, commercial concern, and recommended transaction response.

## Required inputs

Obtain:

- deal type, stage, structure, value, jurisdictions, parties, and user's side;
- target group chart, business model, key assets, regulated activities, and material locations;
- agreed scope, materiality, red-flag threshold, lookback period, exclusions, and deadline;
- term sheet, draft transaction documents, prior reports, data-room index, Q&A, and disclosure materials; and
- known sensitivities such as founder dependence, IP ownership, licences, customer concentration, debt, litigation, data, employment, real estate, or tax.

Treat side, structure, scope, materiality, and available data-room universe as blocking. If scope is not agreed, propose a tiered scope and obtain confirmation before calling the review complete.

## Method

1. Translate the transaction into diligence hypotheses. Identify what must be true for title, control, value, operation, financing, integration, and planned exit to work.
2. Create a tailored request list rather than a generic dump. Cover only relevant domains: corporate records and capitalisation; ownership and title; financing and security; material contracts; regulatory; litigation; employment and benefits; IP and technology; privacy and cybersecurity; real estate; insurance; tax; environment; anti-bribery, sanctions and other compliance.
3. Maintain a document inventory with request number, period, entity, status, version, response, reviewer, and follow-up. Distinguish `Not provided`, `Not applicable`, `Provided but incomplete`, and `Reviewed`.
4. Verify corporate existence, authority, ownership, securities, options, convertibles, liens, transfer restrictions, minority rights, and discrepancies between registers, agreements, filings, and the cap table.
5. Review each material relationship for term, economics, change of control, assignment, termination, exclusivity, liability, indemnity, non-compete, consent, breach, dispute, and dependency on a person or asset.
6. Link every issue to evidence and impact. Record entity, document, clause or source, fact, legal dependency, severity, likelihood, value or operational effect, owner, and follow-up.
7. Convert findings into deal responses: condition precedent, consent, pre-closing covenant, price adjustment, escrow or holdback, specific indemnity, warranty, disclosure, remediation, integration plan, or decision not to proceed.
8. Test management explanations against documents and public or official records where authorised. Mark oral explanations as unverified until supported.
9. Update the issue log as documents arrive. Close an issue only with evidence and preserve the audit trail of why its status changed.
10. State review limitations clearly: unavailable documents, sampling, jurisdictions not covered, specialist advice required, reliance, and cut-off date.

## Output

Produce:

1. **Diligence scope and request list**.
2. **Data-room completeness tracker**.
3. **Issue log** — severity, evidence, impact, recommendation, owner, and status.
4. **Executive red-flag report**, prioritised by deal impact rather than document order.
5. **Transaction-document matrix** mapping findings to conditions, covenants, warranties, indemnities, disclosure, price, and closing deliverables.

## Guardrails

- Do not describe the target as clean or compliant beyond the agreed scope and evidence reviewed.
- Do not treat a missing document as proof of a breach, or a management assurance as documentary verification.
- Do not invent public-record checks, licences, ownership, litigation status, or financial consequences.
- Do not disclose privileged, competitively sensitive, personal, clean-team, or restricted data outside authorised review channels.
- Do not give tax, accounting, technical, environmental, or foreign-law conclusions without the appropriate specialist source or verification.

Referenced files: 1

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---
name: minutes-drafter
description: Drafts accurate minutes of board, committee, shareholder, member, and other corporate meetings from notices, agendas, attendance records, meeting notes, papers, decisions, votes, dissent, and action items. Use when a user wants formal minutes, a minute-book entry, a decision record, or corrections to draft minutes. Distinct from board-resolution-drafter, which creates the approval language before or for a decision; this records what actually occurred and must not invent deliberation.
---

# Minutes Drafter

## Purpose

Create a reliable contemporaneous record of the meeting's constitution, material consideration, decisions, conflicts, votes, dissent, and follow-up actions without turning minutes into a transcript or reconstructing events that are not evidenced.

## Required inputs

Obtain the meeting notice, agenda, papers, attendance and mode of participation, chair and secretary details, notes or recording, exact resolutions, voting record, declarations of interest, abstentions, dissent, leave of absence, invited attendees, action owners, meeting start and end times, and applicable constitution or meeting standard.

Ask whether the minutes are first draft, chair-reviewed, circulated, approved, or a correction to signed minutes. Treat the actual decisions, attendees, conflicts, and voting result as blocking; list gaps instead of filling them from customary wording.

## Method

1. Establish the source hierarchy: signed attendance record, formal notes, approved resolutions, meeting papers, recording, participant confirmation, and later recollection. Flag conflicts between sources.
2. Verify current requirements for notice, quorum, participation method, chair, interested directors or members, voting, minute preparation, circulation, approval, signing, preservation, and inspection.
3. Record the meeting identity: entity, body, number, date, time, place or electronic mode, attendees by capacity, invitees for relevant items, absences, and chair.
4. Record constitution and quorum factually. Do not cure a defect in the minutes; state it as an open verification point.
5. Follow the agenda. For each item, identify the paper or disclosure considered, summarise only material deliberation supported by the record, and reproduce the final decision accurately.
6. Record conflicts at the relevant item: nature of interest, disclosure, presence, participation, vote, and any permitted exception, based only on the evidence supplied.
7. Record voting outcome, abstention, and dissent precisely. Attribute comments or reasons only where the record supports attribution and the governing standard requires or permits it.
8. Separate decisions from management updates, requests, and action items. Give each action an owner and deadline only if assigned; otherwise mark it for confirmation.
9. Handle privileged, confidential, personnel, whistleblower, or sensitive material with appropriate limited wording and separate records where lawful. Do not omit a decision merely because its subject is sensitive.
10. Run consistency checks against the agenda, resolutions, registers, filings, disclosures, prior minutes, dates, figures, and document versions.

## Output

Produce:

1. **Draft minutes**, clearly labelled with approval status.
2. **Decision and action register** — item, decision, owner, deadline, and evidence of completion.
3. **Source-and-gap note** listing ambiguities, conflicting records, and confirmations required.
4. **Approval and custody checklist** — circulation, comments, signing, minute book, extracts, filings, and retention.

## Guardrails

- Do not invent attendance, quorum, discussion, conflict disclosure, advice, vote, dissent, approval, or timing.
- Do not backdate minutes or present draft minutes as approved or signed.
- Do not convert legal advice into a waiver of privilege through unnecessary detail.
- Do not sanitise material dissent, reservations, or governance defects to create a misleading record.
- Do not insert boilerplate that asserts compliance unless the underlying facts support it.

Referenced files: 1

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---
name: related-party-analyst
description: Determines whether persons, entities, relationships, and transactions are related-party matters for an Indian company and maps audit committee, board, shareholder, abstention, disclosure, register, financial-reporting, and listed-entity requirements. Use when a user asks whether a transaction is an RPT, whether it is ordinary course or arm's length, whether aggregation or materiality applies, who may vote, or how to approve, ratify, disclose, or remediate it. Use current official Companies Act, rules, SEBI, accounting, and company-policy sources.
---

# Related Party Analyst (India)

## Purpose

Build a complete relationship and transaction analysis across company law, listed-entity regulation, accounting standards, governance documents, and policy instead of treating a single statutory definition as the whole answer.

## Required inputs

Obtain:

- the company type, listing status, security type, group structure, subsidiaries, associates, joint ventures, and applicable policies;
- directors, key managerial personnel, promoters, shareholders, beneficial owners, relatives, control, influence, offices, and relevant historical relationships;
- counterparty ownership and management information;
- transaction type, value, term, pricing, aggregation period, amendments, recurring nature, and connected transactions;
- ordinary-course rationale, arm's-length evidence, benchmarking, tender or pricing process, and conflicts; and
- existing audit committee, board, shareholder approvals, abstentions, disclosures, registers, and filings.

Do not infer a relationship from a surname, title, group label, or unsupported organisational chart. Mark missing ownership, control, relative, and beneficial-interest facts as blocking where they determine status.

## Method

1. Retrieve current official sources: Companies Act definitions and related-party provisions; current rules and thresholds; SEBI listing regulations and master circular where applicable; notified accounting standards; constitutional documents; and the company's RPT policy.
2. Build a relationship map for both directions. Record person or entity, connecting fact, source, applicable definition, relevant period, and conclusion. Check indirect, beneficial, control, common-management, promoter-group, subsidiary, associate, and relative connections.
3. Classify each arrangement or transfer of resources, services, obligations, property, office, underwriting, guarantee, loan, lease, cost allocation, secondment, or other benefit under every applicable regime. Do not rely only on the contract's label.
4. Aggregate connected or repeated transactions using the correct period, entity perimeter, and rule. Show calculations, amendments, currency conversion, taxes, and whether value is gross, net, annual, or lifetime.
5. Analyse exemptions and conditions separately under each regime. Test ordinary course and arm's length as distinct questions using business practice, comparables, process, terms, margins, credit, security, and non-price benefits.
6. Build the approval sequence: management process, audit committee, board, shareholder or member, listed-subsidiary or holding-company review, prior or omnibus approval, modification approval, voting exclusions, quorum, and interested participation.
7. Identify disclosure and record duties: agenda papers, notices and explanatory statements, board report, register, financial statements, stock-exchange disclosure, website, policy, periodic reporting, and minutes.
8. For an unapproved or changed transaction, assess ratification, voidability, indemnity, penalties, recovery, disclosure correction, governance escalation, and whether performance should pause. Verify current time limits and decision-makers.
9. Separate legal compliance from fairness and value leakage. A technically approved transaction may still require governance, minority, fiduciary, accounting, tax, or fraud review.
10. Preserve an evidence pack: declarations, organisation chart, ownership records, valuation or benchmarks, quotations, approvals, abstentions, contract, invoices, disclosures, and monitoring data.

## Output

Produce:

1. **Relationship map** — connection, source, definition, period, and status.
2. **Transaction matrix** — regime, classification, value, aggregation, exemption, materiality, and conclusion.
3. **Approval and abstention map** — body, timing, threshold, eligible voters, and required record.
4. **Disclosure and filing checklist**.
5. **Remediation plan**, where approval or disclosure is missing or the transaction has changed.

## Guardrails

- Do not use stale thresholds, definitions, exemptions, or voting rules; retrieve the current official text.
- Do not treat `ordinary course`, `arm's length`, `omnibus approval`, or `material` as labels established by management assertion alone.
- Do not ignore indirect transactions, subsidiaries, beneficial interests, amendments, aggregation, or non-cash value.
- Do not assume approval cures breach, unfairness, fraud, diversion, fiduciary conflict, accounting error, or securities-law exposure.
- Do not invent relatives, control, market comparables, valuations, committee composition, or voting outcomes.

Referenced files: 1

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---
name: restructuring-documenter
description: Creates the legal implementation plan and document trail for corporate restructurings, including entity simplification, share or asset transfers, mergers, demergers, conversions, capital changes, debt reorganisations, intragroup transfers, management changes, and wind-down steps. Use when a user needs an alternatives map, approval matrix, step plan, dependency schedule, document list, closing set, or post-closing record. Use for documenting an agreed or proposed restructuring, not insolvency advice or a standalone tax opinion.
---

# Restructuring Documenter

## Purpose

Turn a restructuring objective into a sequenced, auditable implementation plan in which ownership, assets, liabilities, approvals, consents, filings, consideration, conditions, and post-closing records move together.

## Required inputs

Obtain:

- the commercial objective, proposed end state, deadline, and acceptable alternatives;
- every entity, jurisdiction, ownership interest, constitutional document, and current group chart;
- cap tables, debt, security, guarantees, material contracts, licences, assets, liabilities, employees, IP, real estate, litigation, tax attributes, and financial statements;
- lender, investor, minority, employee, regulator, counterparty, court or tribunal constraints;
- proposed consideration, funding, valuations, accounting and tax assumptions; and
- prior steps, signed documents, filings, approvals, and whether any action has already taken effect.

Treat the current and target structures, entities, jurisdictions, assets and liabilities in scope, and commercial objective as blocking. Do not choose a restructuring route by assuming tax neutrality or regulatory availability.

## Method

1. Draw `before` and `after` structure maps. Reconcile legal ownership, beneficial ownership, voting, debt, security, guarantees, licences, employees, and operational dependencies.
2. Develop viable route options and state assumptions. Compare direct transfer, merger, demerger, contribution, distribution, capital reduction, buyback, conversion, novation, liquidation, or other mechanism only where available under verified law.
3. For each route, identify legal, tax, accounting, regulatory, creditor, employee, minority, contractual, timing, cost, and execution dependencies. Route specialist conclusions to qualified sources.
4. Build an approval matrix across boards, committees, shareholders or classes, lenders, investors, counterparties, regulators, courts, exchanges, tax authorities, employees, trustees, and other stakeholders.
5. Sequence conditions and steps. Identify what must happen before signing, at signing, before closing, simultaneously at closing, after closing, and by each long-stop date. Prevent circular or unsecured dependencies.
6. Create the document list: structure paper, valuations, solvency or fairness materials, resolutions, notices, consents, transaction agreements, transfer instruments, novations, releases, employment documents, IP and property instruments, filings, certificates, funds flow, and closing confirmations.
7. Track each asset and liability. Specify transfer mechanism, consent, registration, tax or duty, effective date, consideration, custody, and evidence. Do not assume business transfer language moves assets requiring separate formality.
8. Address creditor and stakeholder protection: security release or regrant, guarantees, covenants, minority rights, employee consultation or transfer, pensions, licences, permits, data, litigation, and customer or supplier continuity.
9. Build the closing process with responsible owner, original or electronic document, signature method, escrow or release rule, filing order, evidence, and fallback if a condition fails.
10. Create post-closing remediation and records: registers, certificates, beneficial ownership, accounting entries, tax elections or returns, notifications, licence updates, data migrations, document retention, dormant entity actions, and final structure verification.

## Output

Produce:

1. **Options and assumptions paper**.
2. **Approval and consent matrix**.
3. **Step plan** — sequence, owner, dependency, document, deadline, and completion evidence.
4. **Document and filing list**.
5. **Closing checklist and funds-flow dependencies**.
6. **Post-closing and residual-risk schedule**.

## Guardrails

- Do not state that a route is tax neutral, stamp efficient, solvent, creditor proof, or regulator approved without specialist verification.
- Do not assume assets, licences, employees, contracts, security, liabilities, or litigation transfer automatically.
- Do not backdate steps or use documents to imply a sequence that did not occur.
- Do not ignore minority, creditor, employee, insolvency, foreign investment, competition, securities, or beneficial-ownership consequences.
- Do not treat a group-company relationship as authority to transfer value without approvals, consideration, duties, and related-party analysis.

Referenced files: 1

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---
name: secretarial-compliance-checker
description: Checks recurring and event-based secretarial, governance, register, meeting, beneficial-ownership, share-capital, accounts, audit, charge, director, key-managerial-personnel, and MCA filing obligations for an Indian company. Use when a user needs a company-law compliance calendar, filing audit, statutory-register review, missed-deadline assessment, annual compliance check, or remediation plan. Use current official Companies Act, rules, notifications, MCA forms and instructions, and applicable ICSI Secretarial Standards because forms, exemptions, thresholds, and due dates change.
---

# Secretarial Compliance Checker (India)

## Purpose

Determine what the particular company was required to do, what the records prove it did, what remains unverified or overdue, and the safest current remediation path.

## Required inputs

Obtain:

- legal name, CIN, incorporation date, registered office, company type, class, status, financial year, share capital, turnover, borrowings, listing and regulated status;
- constitutional documents, MCA master data, group and ownership chart, directors, KMP, auditors, members, beneficial owners, charges, and subsidiaries;
- minute books, notices, attendance, resolutions, statutory registers, certificates, financial statements, annual returns, board reports, filing acknowledgements and SRNs;
- event chronology for appointments, resignations, allotments, transfers, borrowings, charges, office changes, contracts, dividends, deposits, loans, investments, CSR, and other actions; and
- prior defaults, adjudication, compounding, dormant or strike-off status, regulator correspondence, and professional certificates.

Treat company classification, relevant financial figures, event dates, and primary records as blocking for a complete opinion. Where portal access or evidence is unavailable, label status `Not verified` rather than compliant.

## Method

1. Retrieve current official sources: Companies Act, applicable rules, exemptions and notifications; MCA form versions, instruction kits and portal requirements; ICSI Secretarial Standards; and SEBI or sector rules where applicable. Record the source and access date.
2. Build the company profile that drives applicability: private or public, small, one-person, section 8, government, holding, subsidiary, associate, producer, listed, debt-listed, dormant, foreign-controlled, or other relevant class.
3. Build an obligation universe in three groups:
   - annual or periodic obligations;
   - meeting, register and governance obligations; and
   - event-triggered approvals, filings, disclosures and record updates.
4. For each obligation, record source, trigger, period, due date formula, approval, form or record, attachments, certification, fee, filing portal, retention, exemption, and evidence supplied.
5. Recalculate due dates from actual events and financial-year dates. Apply extensions, holidays, transition rules, adjudication orders, and additional-fee periods only from current authority.
6. Verify performance using primary evidence: signed minutes, registers, filed forms, SRNs, challans, acknowledgement, certificates, master data, and approved financial records. A draft form or internal calendar is not proof of filing.
7. Reconcile records across cap table, register of members, allotments and transfers, beneficial ownership, director and KMP records, charges, accounts, annual return, board report, auditor records, and MCA data.
8. Classify each item as `Compliant`, `Overdue`, `Incomplete`, `Inconsistent`, `Not applicable`, or `Not verified`, with evidence and reasoning.
9. For defects, identify the current remediation route: belated filing, corrected filing, board or shareholder action, register correction, disclosure, adjudication, compounding, condonation, tribunal or court application, or specialist advice. Do not assume ratification cures the original breach.
10. Prioritise by operational block, director or officer exposure, continuing default, filing dependency, transaction impact, regulator risk, and limitation or rectification deadline.

## Output

Produce:

1. **Company applicability profile**.
2. **Compliance register** — obligation, source, trigger, due date, evidence, status, and owner.
3. **Annual and event calendar** with date formulas and dependencies.
4. **Records reconciliation report**.
5. **Default and remediation plan** — action, authority, filing, approval, deadline, exposure, and verification needed.
6. **Missing-document request list**.

## Guardrails

- Do not use stale form names, instruction kits, thresholds, fees, exemptions, or due dates.
- Do not infer filing from a signed resolution, form draft, payment instruction, or management statement; require filing evidence.
- Do not assume private, small, dormant, section 8, government, or subsidiary status produces a blanket exemption.
- Do not submit, certify, alter, or backdate corporate records or filings unless the user separately authorises the external action and all prerequisites are satisfied.
- Do not understate continuing defaults, officer liability, transaction consequences, or the need for practising company secretary and local professional verification.

Referenced files: 1

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---
name: shareholder-agreement-reviewer
description: Reviews a shareholders' agreement, investment agreement, joint-venture agreement, or constitutional rights package from one identified party's position, covering ownership, governance, reserved matters, funding, dilution, information, transfers, founder and leaver terms, exits, drag and tag, deadlock, default, restrictive covenants, and enforceability interfaces. Use when a founder, investor, majority, minority, company, or JV partner wants a risk review, rights map, scenario test, issues list, or proposed redlines.
---

# Shareholder Agreement Reviewer

## Purpose

Explain how the governance and economic bargain works for the identified party across ordinary operation, future funding, transfer, conflict, underperformance, default, and exit, then identify drafting or structural changes needed to protect that position.

## Required inputs

Obtain the complete agreement and schedules, articles or constitution, cap table, subscription or investment documents, side letters, financing instruments, existing rights, governing law, business plan where relevant, and the party whose position is being reviewed.

Ask for that party's stake, role, board rights, investment horizon, control priorities, funding capacity, expected exit, non-negotiables, and whether the document is a first draft, negotiated draft, executed agreement, or amendment.

Treat the represented party and current ownership as blocking. Do not grade a clause as favourable or adverse without knowing whose rights and obligations matter.

## Method

1. Reconstruct the rights package across all documents. Identify conflicts between the agreement, constitution, cap table, side letters, financing terms, and mandatory law.
2. Map ownership and economics: issued and fully diluted capital, classes, options, convertibles, liquidation or distribution preferences, anti-dilution, pre-emption, future funding, default funding, and waterfall.
3. Map governance: board composition, appointment and removal, observer rights, quorum, chair and casting vote, committees, information, budgets, business plan, reserved matters, veto thresholds, conflicts, and related-party controls.
4. Test reserved matters at current and foreseeable cap tables. Identify accidental vetoes, ineffective thresholds, class-right conflicts, matters that can be bypassed through subsidiaries, and operational paralysis.
5. Map transfers: lock-in, permitted transfers, pre-emption, ROFR or ROFO, competitor restrictions, tag, drag, valuation, payment, warranties on transfer, accession, indirect transfers, encumbrances, and change of control.
6. Map founder, employee, and key-person terms: vesting, leaver classification, compulsory transfer, valuation discounts, service obligations, restrictive covenants, IP, succession, death, disability, and removal from management.
7. Map exits and deadlock: IPO, strategic sale, buyout, put or call, shotgun or auction process, valuation mechanism, funding, time limits, escalation, interim governance, and failure of the mechanism.
8. Test default and remedies: breach notices, cure, suspension, compulsory transfer, damages, indemnity, specific performance, dispute resolution, and whether one remedy unintentionally destroys another.
9. Run scenarios from the represented party's perspective: missed funding round, down round, founder departure, investor veto, related-party deal, transfer to an affiliate, third-party offer, deadlock, material breach, and exit below expectations.
10. Propose redlines and fallbacks tied to the user's priorities. Preserve the commercial deal and identify points requiring current law or tax verification.

## Output

Produce:

1. **Executive risk summary** from the identified party's position.
2. **Rights-and-obligations matrix** by topic, document, threshold, beneficiary, and risk.
3. **Scenario test table** showing outcome, leverage, gap, and proposed protection.
4. **Prioritised issues list** — severity, clause, effect, recommendation, and fallback.
5. **Proposed drafting**, only when requested, with consequential amendments identified.

## Guardrails

- Do not assume that rights in the agreement bind the company, transferees, subsidiaries, or third parties without the required constitutional and accession mechanics.
- Do not call a provision market standard without a supplied benchmark or current verified source.
- Do not evaluate control using headline share percentage alone; test thresholds, quorum, classes, dilution, and board rights.
- Do not ignore securities, company, competition, foreign investment, tax, employment, insolvency, or restraint issues that require jurisdiction-specific verification.
- Do not invent cap-table figures, valuation, funding capacity, exit proceeds, or party priorities.

Referenced files: 1