Every term, explained like a friend.

No law degree required.

Annual Financial Statements

AOC-4ROC Filing

The filing of your company's balance sheet, profit & loss account, and cash flow statement with the Registrar of Companies every year. Must be certified by your statutory auditor and filed within 30 days of your AGM.

Penalty is ₹1,000 per day with no cap — one of the most expensive ROC penalties. Missing this two years in a row can lead to company strike-off.
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Annual Return

MGT-7ROC Filing

A yearly report every Private Limited Company must file with the Registrar of Companies. Covers shareholders, directors, share capital, meetings held, and any changes during the year. Due within 60 days of AGM.

₹100 per day penalty with no maximum cap. Missing two consecutive years risks company strike-off and director disqualification.
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Director KYC

DIR-3 KYCROC Filing

Annual identity and contact verification that every person holding a DIN must complete with the MCA by September 30 each year. Takes about 10 minutes online via the MCA portal.

Missing this deactivates your DIN. With an inactive DIN you cannot sign company documents, authorise bank transactions, or make any ROC filings. Reactivation costs ₹5,000.
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Declaration of Commencement

INC-20AROC Filing

A mandatory declaration filed within 180 days of incorporation confirming that shareholders have paid for their shares and the company has actually started business. Without it, the company cannot legally operate.

Company fined ₹50,000 and directors ₹1,000/day until filed. The company cannot open a bank account, take orders, or issue invoices without this being filed.
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Return of Deposits

DPT-3ROC Filing

An annual return disclosing all deposits held by the company, including loans received from directors. Must be filed by June 30 every year, even if the company has zero deposits.

Most founders don't know this is mandatory even with zero deposits. Director loans to the company count as deposits. Penalty: ₹5,000 + ₹500/day of delay.
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Annual General Meeting

AGMROC Filing

A mandatory yearly meeting of all shareholders to approve financial statements, declare dividends, and appoint/re-appoint directors and auditors. Must be held by September 30 every year.

AOC-4 and MGT-7 deadlines are both calculated from the AGM date. ₹1,00,000 fine + ₹5,000/day for not holding one.
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Registrar of Companies

ROCROC Filing

The government authority under the Ministry of Corporate Affairs (MCA) responsible for registering companies and ensuring they comply with the Companies Act. All annual filings go to the ROC.

The ROC can strike off your company from the register if you fail to file returns for two consecutive years.
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Corporate Identity Number

CINCompany Structure

A unique 21-character identification number assigned to every registered company in India. Issued by the MCA at the time of incorporation. Must appear on all company letterheads, invoices, and official documents.

You need your CIN to open a bank account, make any ROC filings, and for many government registrations. Keep your incorporation certificate safe — the CIN is on it.
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Director Identification Number

DINCompany Structure

A unique 8-digit identification number assigned to any person who wants to be a director of an Indian company. Applied for through the MCA portal; auto-generated via SPICe+ for up to 3 directors.

Every director must have a DIN. Without it you cannot be appointed as director. A deactivated DIN (from missed DIR-3 KYC) prevents you from signing any company document.
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Digital Signature Certificate

DSCCompany Structure

An electronic signature used to sign MCA filings, income tax returns, and other government documents. Required for all directors and authorised signatories. Issued by licensed certifying authorities.

Get your DSC before you meet your CA — it takes 2–3 days to process and will delay your incorporation if you don't have it ready. Class 3 DSC is needed for most company filings.
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Memorandum of Association

MOACompany Structure

Your company's constitution that defines its relationship with the outside world. The most important part is the Objects Clause — the list of business activities your company is legally allowed to carry out.

Keep your Objects Clause broad — cover where you might go, not just where you are today. Amending the MOA later requires shareholder approval, ROC filing, and costs time and money.
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Articles of Association

AOACompany Structure

Your company's internal rulebook governing how decisions are made, how shares are transferred, how directors are appointed and removed, and what happens if a co-founder leaves.

Always include ROFR (Right of First Refusal) and vesting clauses in your AOA. Don't use the default template — customise it with a lawyer before incorporation.
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SPICe+

SPICe+Company Structure

Simplified Proforma for Incorporating Company Electronically Plus — the integrated MCA form used to incorporate a company in India. One form covers name reservation, company registration, DIN allotment, PAN, and TAN.

SPICe+ auto-generates PAN and TAN for your company, saving separate applications. Have all documents ready before your CA starts filling it — any error causes delays.
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Goods and Services Tax

GSTGST

India's unified indirect tax system replacing VAT, service tax, and excise duty. Applies to supply of goods and services. You must register for GST if your annual turnover exceeds ₹20 lakhs (₹10 lakhs for Northeastern states).

Register for GST as soon as you cross the threshold — or even before if you have B2B clients, as they need your GST number to claim input credit. Unregistered businesses cannot collect GST.
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GST Identification Number

GSTINGST

A 15-digit unique identification number assigned to every GST-registered business. The first 2 digits are the state code, next 10 are the PAN, followed by entity code and check digit.

Your GSTIN must appear on all tax invoices. B2B clients will ask for this before they pay you — without it they cannot claim input credit.
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Input Tax Credit

ITCGST

The GST you paid on your business purchases and expenses that you can offset against the GST you collect from customers. Reduces your net GST liability.

You can only claim input credit if your supplier has filed their GSTR-1. If your vendors don't file on time, you lose credit — which is why good vendors matter.
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Company Tax Return

ITR-6Income Tax

The income tax return form specific to companies. Must be filed electronically with a Digital Signature Certificate. Due October 31 every year for the previous financial year. Companies must file even if they have zero revenue or are making a loss.

Loss returns must be filed on time — if you miss the deadline, you lose the ability to carry forward losses to offset future profits (which can cost you significantly in tax later).
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Advance Tax

Income Tax

Quarterly prepayment of income tax if your estimated annual tax liability exceeds ₹10,000. Due in four instalments: June 15, September 15, December 15, and March 15.

Missing advance tax payments attracts interest at 1% per month on the shortfall. Many founders discover this only when filing their annual return — plan for it from Q1.
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Tax Deducted at Source

TDSIncome Tax

A mechanism where the payer deducts tax at the time of payment and deposits it directly with the government. If you pay a contractor, freelancer, or professional above certain thresholds, you must deduct TDS.

Failing to deduct or deposit TDS makes your company liable for the full TDS amount plus interest. Quarterly TDS returns must be filed even if you had no deductions that quarter.
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Statutory Audit

Income Tax

A mandatory annual audit of your company's financial statements by an independent Chartered Accountant, required under the Companies Act. Different from the tax audit under the Income Tax Act.

You cannot file AOC-4 or AGM financial statements without a completed statutory audit. Budget ₹10,000–₹25,000 for this every year.
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Private Limited Company

Pvt LtdCompany Structure

A separate legal entity with limited liability for shareholders, where shares cannot be publicly traded. The most common structure for funded startups in India. Governed by the Companies Act 2013.

Required for VC/angel funding, ESOPs, and building institutional credibility. Higher compliance cost (₹40,000–₹80,000/year) than other structures, but essential if you plan to raise investment.
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Limited Liability Partnership

LLPCompany Structure

A hybrid structure combining the flexibility of a partnership with limited liability protection. Taxed at 30% slab rate instead of flat 22%. Lower compliance cost than Pvt Ltd. Cannot issue equity to investors.

Good for service businesses, consultancies, and professional firms that don't plan to raise VC funding. Cannot give ESOPs or issue equity — a major limitation for growth companies.
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One Person Company

OPCCompany Structure

A Private Limited Company with a single shareholder and director. Designed for solo entrepreneurs. Files MGT-7A (simplified return) instead of MGT-7. Mandatorily converts to Pvt Ltd once paid-up capital exceeds ₹50 lakhs or turnover crosses ₹2 crore.

Good for freelancers or solo founders who want limited liability without a co-founder. But you'll need to convert to Pvt Ltd if you plan to raise funding or hire significantly.
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Authorised Capital

Company Structure

The maximum amount of share capital your company is legally allowed to issue, as stated in your MOA. For example, ₹10,00,000 authorised capital at ₹10 face value = 1,00,000 authorised shares.

Set your authorised capital at 5–10× your initial paid-up capital. Increasing it later costs money and time. A common mistake is setting it too low, which requires an expensive amendment before you can issue shares to investors.
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Paid-Up Capital

Company Structure

The amount of share capital that has actually been issued to shareholders and paid for. For example, if founders put in ₹1,00,000 and received 10,000 shares at ₹10 each, the paid-up capital is ₹1,00,000.

The minimum paid-up capital for a Pvt Ltd is ₹1 (there is no mandatory minimum). Most founders use ₹1,00,000 to ₹10,00,000 as a starting point.
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Employee Stock Option Plan

ESOPFunding

A programme giving employees the right to buy company shares at a predetermined price (the "exercise price") in the future, after a vesting period. Used to attract and retain talent when cash salaries are limited.

Create an ESOP pool (10–15%) before investor negotiations — not after. If you create it post-investment, only founders get diluted, not the investors. Standard vesting: 4 years with 1-year cliff.
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Vesting

Funding

The process by which a co-founder or employee earns their equity over time. Standard vesting for founders: 25% vests after year 1 (the cliff), then 1/48th vests each month for the next 3 years.

Always have vesting agreements with co-founders. If a co-founder leaves after 6 months without vesting, they walk away with nothing — protecting the company and other founders.
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Cliff Period

Funding

The minimum time a founder or employee must stay before any equity vests. Standard cliff is 1 year — meaning if they leave before 12 months, they receive 0% of their equity.

A 1-year cliff protects all parties. Without it, a co-founder could leave after 3 months with a significant equity stake but no real contribution.
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Capitalisation Table

Cap TableFunding

A spreadsheet or record showing who owns what percentage of your company, including founders, employees (via ESOPs), and investors. Updated every time new shares are issued.

Investors will ask to see your cap table in the first meeting. Keep it updated from Day 1. A messy cap table is a major red flag that can kill a funding round.
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Equity Dilution

Funding

The reduction in existing shareholders' ownership percentage when new shares are issued — whether to investors, employees (ESOP), or for any other reason. Your percentage goes down, but the absolute value may go up.

Dilution is inevitable and not inherently bad. A smaller slice of a bigger pie is worth more. Typical seed dilution: 10–25%. Series A: 15–25%. Always negotiate on valuation, not just percentage.
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Pre-Money Valuation

Funding

What your company is worth before an investor's money goes in. If an investor puts in ₹2 Cr at a ₹8 Cr pre-money valuation, the post-money valuation is ₹10 Cr and they own 20%.

Always agree on pre-money valuation first — not post-money. "I'm giving you 20% for ₹2 Cr" is ambiguous; "₹8 Cr pre-money" is precise.
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Post-Money Valuation

Funding

The company's value immediately after an investment is made. Post-money = Pre-money + Investment. The investor's ownership percentage = Investment ÷ Post-money valuation.

This is what determines exactly how much the investor owns. Make sure you're clear on whether a valuation number is pre- or post-money before signing anything.
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SAFE Note

SAFEFunding

Simple Agreement for Future Equity — a document where an investor gives you money now in exchange for the right to convert it into equity at your next funding round, usually at a discount or with a valuation cap.

Common in early-stage Indian startups for angel rounds. Cheaper to issue than a priced round. Make sure you understand the valuation cap and discount rate before signing — they determine how much the investor gets.
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Convertible Note

Funding

A loan from an investor that converts to equity at a future funding round, usually at a discount to the next round's price. Accrues interest until conversion.

Unlike a SAFE, a convertible note is debt until conversion — so the company technically owes this money. If you don't raise a next round, you may need to repay it.
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Term Sheet

Funding

A non-binding document outlining the key terms of an investment deal — valuation, equity percentage, investor rights, and governance provisions. Becomes binding once both parties sign the final investment agreements.

The term sheet is just the starting point. The actual legal documents (SHA, SSA) are what you're legally bound by. Always have a startup lawyer review the term sheet before you negotiate.
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Liquidation Preference

Funding

The right of investors to receive their money back (or a multiple of it) before founders get anything when the company is sold or wound up.

1× non-participating liquidation preference is standard and fair. Be wary of participating or 2×/3× liquidation preferences — they can leave founders with nothing in a moderate exit.
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Pro-Rata Rights

Funding

An investor's right to invest additional money in future funding rounds to maintain their percentage ownership as the company grows.

Standard in most Indian term sheets. Means your early investors can keep their percentage in later rounds — you can't fully dilute them out even if you want to.
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Angel Tax

Section 56(2)(viib)Funding

A provision that taxes startup funding received from Indian investors as "income from other sources" if the valuation exceeds the fair market value. Abolished for DPIIT-recognised startups.

If you raise from Indian angels without DPIIT recognition, the amount above your "fair market value" can be taxed as income. Apply for DPIIT recognition before your first angel round.
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DPIIT Startup Recognition

DPIITDPIIT

Recognition from the Department for Promotion of Industry and Internal Trade under the Startup India initiative. Unlocks significant tax benefits and government scheme access for eligible startups.

Key benefits: 3-year income tax exemption (Section 80-IAC), angel tax exemption, 80% reduction in patent/trademark fees, SIDBI seed fund access (up to ₹20 lakhs). Apply immediately after incorporation — it's free.
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Section 80-IAC Tax Exemption

80-IACDPIIT

A provision allowing DPIIT-recognised startups to claim 100% deduction on profits for any 3 consecutive years out of the first 10 years of existence. Applied for separately after DPIIT recognition.

This could save lakhs in income tax in your growth years. Apply for DPIIT recognition first, then apply separately to the Inter-Ministerial Board (IMB) for 80-IAC certification.
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Monthly Recurring Revenue

MRRStartup Metrics

The predictable, recurring revenue your business generates every month from subscriptions or ongoing contracts. Does not include one-time payments. The most important metric for any SaaS business.

Every investor will ask for your MRR in the first 5 minutes of a pitch. ₹1L MRR = ₹12L ARR. Track MRR from the first paying customer.
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Annual Recurring Revenue

ARRStartup Metrics

Your total annualised recurring revenue. For most SaaS companies: ARR = MRR × 12. The primary valuation metric for growth-stage companies. Does not include one-time or variable revenue.

Indian VCs typically value early-stage SaaS at 5–15× ARR. Knowing your ARR is non-negotiable before any funding conversation.
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Churn Rate

Startup Metrics

The percentage of customers or revenue lost in a given period. Monthly churn of 2% means you lose 2% of your customer base or revenue every month.

High churn destroys growth. At 5% monthly churn, you lose over half your customers in a year. Investors look at churn before almost anything else in a SaaS business.
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Customer Lifetime Value

LTVStartup Metrics

The total revenue you expect to generate from a single customer over their entire relationship with your company. LTV = Average Revenue Per Customer ÷ Monthly Churn Rate.

LTV must be significantly higher than CAC for a sustainable business. Most investors want LTV:CAC ratio of at least 3:1.
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Customer Acquisition Cost

CACStartup Metrics

The total cost of acquiring a single paying customer, including all sales and marketing expenses. CAC = Total Sales + Marketing Spend ÷ New Customers Acquired in that period.

If your CAC is ₹10,000 and your LTV is ₹8,000, you're losing money on every customer. Know your CAC before scaling any marketing spend.
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Burn Rate

Startup Metrics

The rate at which your company spends its cash reserves. Net burn = total cash spent minus revenue. If you spend ₹15L/month and earn ₹5L, your net burn is ₹10L/month.

Divide your cash in bank by your net burn rate to get your runway. Always know how many months of runway you have. Raise the next round when you have 9–12 months of runway remaining.
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Runway

Startup Metrics

How many months your company can operate at the current burn rate before running out of cash. Runway = Cash in Bank ÷ Net Monthly Burn Rate.

Running out of runway = company dies. Fundraise when you have 9–12 months left — not 3. Investors can smell desperation.
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Revenue Multiple

Startup Metrics

The ratio of company valuation to annual revenue (ARR). Used by investors to value growth-stage companies. Example: ₹50L ARR at 10× revenue multiple = ₹5 Cr valuation.

Know your revenue multiple before any investor meeting. Indian SaaS at seed: 5–15×. At Series A: 8–20×. Depends heavily on growth rate and market size.
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Trademark

DPIIT

Legal protection for your brand name, logo, or tagline that prevents others from using the same or confusingly similar marks. Registered with the Office of the Controller General of Patents, Designs and Trade Marks.

File for trademark registration early. DPIIT-recognised startups get 80% off the filing fee (₹4,500 vs ₹22,500 per class). Once registered, you can use the ® symbol and take legal action against infringers.
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