US Corporate Law for Company Secretaries and Chartered Accountants

Introduction

I qualified as a company secretary way back in 2000. Back then, I had what I would today call a measly aim: make INR 10000 plus in a month from using the skills learnt in the CS course. And yet, I struggled.  I made almost equal money from some graduation classes I taught on the side as I made from my practice in the initial few months. In order to meet my goal, I started looking for jobs.

I will never forget an interview that I gave in a medium-sized listed company in Ahmedabad. I interviewed with the CFO and when I told him I was practicing, his reaction was “So you have kind of done nothing after completing CS”.  Obviously, I wasn’t selected.  What was worse was, at that time I felt he was right. I needed to go all out and “do something”.

I decided to leave Ahmedabad and move to Mumbai for good, in order to make my career move.  I have moved across geographies many times in my career, with a view to progress, and I have almost always had to start afresh. I had moved to Bahrain after my marriage and moved back to Mumbai after six months there. I had to start afresh because of the six-month hiatus. I moved to Dublin from Mumbai and again, I had to start afresh because it was a new geography. I moved back to Mumbai after working in Dublin for around 9 years and again, I had to start afresh. The legal scene in India had changed a lot in that duration. It was very clear to me that if you moved geographically, you would have to start afresh.

But then, the pandemic completely changed everything. Let’s say people were still rolling the dice, and the pandemic swept the playing board away from under them! No longer do you need to move in and out of places to be able to work for people in different countries.

I am now working on creating remote opportunities for students at LawSikho and as I write this, I have communicated with clients based in Singapore, Portugal, United Kingdom, Ireland, United States, Canada and Slovakia for different opportunities, all the while working from my home in Mumbai.

And this is just the beginning.

Every single day I see opportunities on freelancing platforms which I feel can easily be picked up by Chartered Accountants or Company Secretaries, albeit with the right kind of skills. There are quite a few corporate paralegal jobs which are remote and these can also be taken up by Chartered Accountants and Company Secretaries - your background and the right kind of skilling on top of it can enable you to do that. For example, there is this job by Paylocity, a company which provides payroll, workforce management and HR related solutions, with a payment of $46,286-$69,417 a year, and this is full remote.

https://www.paylocity.com/careers/career-opportunities/all-listings/?jobId=9069 

The responsibilities for this position include managing contracts, filings, compliance and corporate governance, improving policies, dealing with information requests. Nothing which is alien or new for chartered accountants or company secretaries.

USD 46000 converts to approximately INR 34,37,000.

How many chartered accountants or company secretaries are making that kind of money in a year?

This is just one job on one platform. There are multiple such opportunities across different platforms and companies. And this work is completely remote - there is no license required to perform US paralegal work as a remote paralegal.

How can a young Chartered Accountant or Company Secretary obtain US paralegal work? 

There is a simple formula for success here:

Capability (skills and knowledge) + Track Record + Outreach = Success in Career

• Before you get these opportunities, you need to have the capability to do the work. Capability is different from willingness or interest. You need to be able to deliver the work that you would be given if you landed the job. This means you have to acquire the skills and knowledge. However, this alone is not enough.
• You also need to build a track record that gives potential recruiters some evidence that you can actually do what you are claiming. There are many ways to build a track record and develop credibility - publishing articles, doing freelance work, doing pro bono and low bono work and getting testimonials - something that tells the potential recruiter that you are worth a shot because you have already proven your worth in some ways.
• Finally, it is about outreach. Making sure that the right people know you are available to be hired. You can ensure such outreach through networking and building a strong social media profile, and we do that through our large and focussed placement office.

In our course, we address all these 3 aspects so you can succeed in your career. This course is designed to teach you how to perform remote US corporate work as an Indian Chartered Accountant and Company Secretary and includes comprehensive guidance on how to build a successful profile on global freelancing platforms, build a track record and send proposals which are compelling to secure these work opportunities.

On top of that, you will get on-demand support from our team, to help you to succeed in your freelance career, provide you leads for projects, gigs and jobs, and even prepare you for interviews.

If you learn the skills and do this work properly, it is possible to earn more than an in-house company secretary role in a top company or a Senior Manager or even Director role in a large CA firm in a developing country like India while working remotely and at your own time and convenience.

We have been helping several young lawyers successfully secure US work in domains such as IP, technology and contracts since November 2020 and in US Corporate law work since July 2021.

Now, it is turn for the Chartered Accountants and Company Secretaries to learn picking up compliance assignments in corporate law. Expertise in this area is very much in demand, and very low in supply, especially when there is just a little combination of taxation and compliance required. Therefore, the opportunities are very bright. 

This is the right time to venture into the US corporate freelancing domain before it becomes too saturated, which is highly likely to happen very soon considering the potential it holds. In addition to enabling you to earn a decent income, this also helps you build a track record of work which will be relevant and recognised in the event that you are looking to take on further studies (ICSA / CPA)  and actually work in the US

Who should take this course?

• Young chartered accountants / company secretaries who are looking for jobs / clients
• Practising Chartered Accountants / Company Secretaries who intend to advise Silicon Valley startups, foreign corporations which intend to establish presence in the US or multinational companies
• Chartered Accountants in employment who want to oversee international expansion in addition to traditional finance and accounting related roles
• Company secretaries who want to transition to more well paid positions or work with multinational companies and help them solve more difficult challenges.

What will you learn from this course?

• Corporate Transactions: Learn how to handle entity incorporation, conversions, winding up, and joint venture contracts. These skills are crucial for dealing with different stages of a company's life.
• Contracts and Governance: Understand the intricacies of general corporate contracts, investment agreements, and corporate governance practices. These skills will enable you to navigate legal agreements effectively.
• Compliance and Record-Keeping: Dive into the world of compliance with corporate and securities laws. You'll grasp the art of maintaining meticulous records for financial transactions and mortgages.
• Freelancing Dynamics: Explore the unique challenges and opportunities presented by remote freelancing. Learn how to cater to the legal needs of US corporations, tech startups, law firms, and lawyers.
• Freelance Platform Mastery: Develop strategies to enhance your online presence by creating compelling profiles on various freelancing platforms. Acquire the skill of crafting persuasive proposals that win clients over.
• Tools for Success: Familiarize yourself with tools like CARTA that can streamline your legal processes and boost your efficiency.

You'll gain proficiency in handling tasks aligned with federal securities laws and state corporate laws in the US. This practical knowledge equips you to provide remote legal support to US-based clients.

By mastering these skills, you'll position yourself to excel in the legal landscape. You'll be empowered to:

• Support US corporations, tech startups, law firms, and lawyers remotely.
• Provide expert guidance on corporate transactions, contracts, and compliance.
• Establish a strong online presence on freelancing platforms.
• Write winning proposals that attract high-value clients.

Embark on this transformative journey to become a sought-after legal professional, adept in both corporate law and the dynamic world of remote freelancing. 

Training Methodology

Online 24/7 access

Access study materials via our online portal & via our anroid & iOS apps.

Practical Exercises

Two practical exercises every week, each followed by written feedback.

Live Online Classes

Live online classes based on exercises, allowing questions and feedback.

Convenient Class timings

Classes held after work hours, typically on Sundays or after 8 PM on weekdays.

Live Doubt Clearing

Live doubt clearing for support and one-on-one sessions with mentors.

What is the career potential after doing this course?

• Global Entrepreneurs: Are you an entrepreneur, whether in the US or abroad, looking to establish a business presence in the US? We're here to help you with tasks like setting up your company, changing its structure, closing it down if needed, handling day-to-day record-keeping and compliance, and more.
• Forward-Thinking US Law Firms: We cater to US corporate law firms of all sizes. If you want to enhance your competitive edge and provide more cost-effective solutions to your clients, we offer the support you need.
• Busy Corporate Legal Departments: Corporate legal departments within the US can benefit from our services. We provide remote paralegal assistance for routine corporate filings and record maintenance, helping you stay on top of essential tasks.
• Reliable Registered Agents: If you're a registered agent in the US offering incorporation and filing services, we're here to collaborate. Our expertise aligns perfectly with your standard incorporation and filing offerings, adding value to your clients.
• Trustworthy CPA Firms: CPA firms in the US seeking assistance with incorporation and filing services can rely on us. We provide the expertise you need to ensure seamless corporate compliance for your clients.

Potential Employers

• Law Firms: Large international law firms with a focus on corporate law often seek professionals with expertise in US corporate law to assist clients with cross-border transactions and legal matters.
• Corporate Legal Departments: Multinational companies and corporations that engage in business activities in the US require in-house legal experts well-versed in US corporate law to ensure compliance and guide their business operations.
• Consulting Firms: Management and financial consulting firms often require professionals who understand US corporate law to provide comprehensive advice to clients on legal implications for their business strategies.
• Financial Institutions: Banks, investment firms, and financial institutions operating globally benefit from professionals who can navigate the intricate regulatory landscape of US corporate law.
• Accounting Firms: With a background in both US corporate law and accounting, graduates can play a pivotal role in addressing complex legal and financial issues for clients.
• Corporate Compliance Roles: Companies with a presence in the US need experts who can develop and manage compliance programs in accordance with US corporate laws and regulations.
• Government and Regulatory Bodies: Regulatory agencies and government bodies that deal with international trade, foreign investment, and cross-border transactions may require professionals who understand US corporate law.
• International Organizations: Organizations operating across borders, such as multinational NGOs and international trade groups, often require individuals who can interpret and apply US corporate law principles.
• Startups and Entrepreneurial Ventures: Startups aiming to expand into the US market can benefit from professionals who can guide them through the legal complexities of entering and operating in the US.

What kind of recruitment and placement support will I get?

• Unique Training Method: We're the sole organization in India offering comprehensive, exercise-based courses.
• Employer Recognition: Many leading employers, law firms, and companies actively seek our high-performing students.
• Career Opportunities: Success in our courses can lead to job placements, internships, and assessment internships in esteemed law firms, with renowned lawyers, and various companies.
• Empowering Learners: We focus on empowering learners with not just knowledge and skills, but also real-world opportunities.
• Dedicated Support Team: Our dedicated team is here to assist you with placements, internships, and freelance opportunities.
• Proven Success: Between April 2021 and June 2023, we've helped over 21,000 students secure job and internship opportunities.
• Media Recognition: Our achievements have been featured in respected media outlets like The Hindu, Business World, and India Education Diary.
• Impressive Value: Our students have secured over Rs. 2.7 Crore (USD 330,000) worth of work, with records of INR 30 LPA (USD 37,500) domestically and INR 50 LPA (USD 62,500) internationally.
• Comprehensive Support: From day one, our placement team guides you in setting goals, crafting standout CVs, enhancing interview skills, and supporting your critical first month on the job or during an internship.
• Trusted Recruiters: We've built strong collaborations with recruiters who prefer hiring our well-trained students.
• Competitive Edge: Partnering with us gives you an edge in the job market and opens doors to exciting career prospects.

What is unique about this course?

• This course aims to impart a wide range of corporate law and compliance skills to the participants, which would enable them to take up remote freelance work on US corporate law directly or through various freelancing websites on the internet and will instill in them the required confidence to generate global clientele over the internet. 
• We will also guide you in developing your online presence as a Corporate Law Paralegal through various freelancing platforms such as Upwork, Fiverr, People Per Hour, etc. and through social media networks such as Linked In, Facebook, etc. 
• By the end of this course, you can expect to have secured enough skills to be able to take up paralegal work assignments from small and medium sized companies in the US as well as law firms / CPA firms in the US looking to outsource work.
• You will also be equipped to help small entrepreneurs outside the US establish a presence in the US by incorporating entities.
• The course is tough and intensive, you will not be awarded the certificate unless you complete the required number of assignments. You will have to invest 4-5 hours per week in developing your skills, in addition to the classes on this course.
• You will have interactive classes with high-quality discussions which will be taken by the experts of this course. You can get all the doubts resolved in the classes or even outside the classes through course groups and email.
• You will get personal attention and coaching from our trainers who will be assigned to you, and have access to a dedicated course anchor who will help you with submissions or any guidance or issues you may have as you progress through the course.
• You will receive in-line feedback for the assignments you submit, which will improve your performance to a significant extent. 
• You will have access to other doubt clearing mechanisms also, in addition to the online classes such as a discussion forum where queries are responded to within a period of 48 hours, a WhatsApp group that will include your peers and batchmates as well as the course anchor, evaluator and support team from LawSikho. 
• You will be trained in writing for six writing assignments during the term of the course and if these are of publishable quality, these shall be published on the iPleaders blog which sees a footfall of more than a million visitors a month.

Can I get remote freelance work after doing this course?

At LawSikho, we have two types of students: those who already possess good legal skills and those who are in the process of learning. We believe in enabling our learners to start earning from their knowledge without delay.

For students with professional-level legal skills, we offer opportunities in contract drafting, data & privacy, international business law, US immigration law, litigation support, and international IP law work.

However, we understand that acquiring professional-level skills takes time. For those who are still developing their legal skills, we provide alternative work opportunities such as writing articles, conducting research, legal transcription, data entry, law firm administration, social media management, and more. Some students even engage in tasks like voice-over work, data compilation, translation, and virtual assistance.

We have established a dedicated team that actively pitches to organizations in the US to help LawSikho students find remote work.

We have set up a US entity to bridge the trust gap between US legal professionals and an organization operating from India.

We focus on getting learners their first three clients, guiding them in crafting impressive proposals. By the time they secure these initial clients, learners become well-adjusted to the process and can independently attract more clients.

They build their CVs and profiles with real work experience and testimonials, opening doors to numerous opportunities.

Getting started is often the hardest part, but at LawSikho, we make the process frictionless. We have witnessed law students earning well over $1000 per month.

Some students have earned $500 in their first month as a side gig. We have students who, after a year, now earn $10,000 per month. While some may start with $300, they make progress by learning new skills, improving their profiles, and pitching for higher-paying work.

Between April 2021 and June 2023, we created over 21000+ opportunities for our learners, resulting in thousands of students securing freelance work. The total value of work secured amounts to over $3,30,000 (Aprox INR 2.7 Crore). Additionally, hundreds of individuals found employment, and secured internships.

Please note that these numbers represent the initial gigs facilitated directly by us or those on which we actively collaborated with the learners. Students have also secured additional work beyond our tracking.

How will you clear my doubts and help me if I am struggling to understand or learn a concept?

• In our live classes, you can ask questions, share your screen, receive personal feedback, and have your doubts cleared.
• If you need more help after getting feedback on an assignment or want career advice, you can schedule a private one-on-one call. Our evaluators and mentors are here to assist you and give you advice that's tailored to your needs.

Money back guarantee

If you take this course, follow it diligently for a month, attend all classes and do all the exercises but still do not find value in it, or are not able to understand or follow it or not find it good for any reason, we will refund the entire course fee to you. It is a 100% money back guarantee with only one condition, you must pursue it properly for a month. If you don’t find it valuable after that, get your entire money back.

View Refund Policy

Specific learning objectives

• You will learn about the American legal system and court structure to be able to use it in guiding clients
• You will learn how to find the Corporations Code or the Corporations Laws of different states in the US
• You will learn who the different corporate sector regulators are in the US
• You will learn to distinguish between different types of business entities in the US and learn how to identify the right form of entity for a specific purpose
• You will learn which forms of entities are most commonly used in the US
• You will learn how to choose the right state to incorporate an entity in the US if you are a non-resident
• You will learn how to incorporate a US entity in the states of Delaware, California, New York, Texas and Florida
• You will learn how to convert  a Limited Liability Company (LLC) to a Corporation
• You will learn how to convert one type of corporation into another
• You will learn how to change the state in which your business is operating in the US
• You will learn about which are the basic registrations required after incorporating an entity in the US and how to secure these registrations
• You will learn about the different types of officers appointed in a US entity and what their roles and responsibilities are
• You will also learn about the eligibility requirements to be appointed to these officer positions and the manner of appointment
• You will learn about the available decision making levels in a US entity 
• You will also learn how the Directors or officers of a US entity can resign and what formalities need to be completed for their resignation
• You will also learn how the Directors of a US entity can be removed and what formalities are required to be completed for their removal
• You will learn about the different types of securities commonly used by US entities and the procedure for their issuance
• You will learn about different types of share transactions such as buyback, transfers, splits etc. and the procedure for completing these transactions
• You will learn about the compliance and record keeping requirements in relation to share issuances and other transactions as well as the movements in the capital of the company
• You will learn the formalities required to be completed by an issuer of securities under the Blue Sky regime
• You will learn about the different ways in which US entities can raise debt
• You will learn about how US entities can issue debt securities
• You will also learn about how US entities can give and take inter-corporate loans
• You will learn about different types of investors and the stages in the investment process
• You will learn about the various incentives available for investment in different US states and how you can avail these incentives
• You will learn how you can support Indian entrepreneurs in executing a Delaware flip.
• You will learn about different types of merger and acquisition transactions
• You will learn about the merger process and how to support law firms and help companies with drafting an agreement of merger
• You will learn about the US Bankruptcy process and how to support law firms engaged in providing bankruptcy related services to companies
• You will learn about how US Companies can list on NYSE and NASDAQ stock exchanges
• You will learn the methods of takeover of a US entity and also how to draft documents in relation to the takeover process
• You will learn how to ensure compliance with US laws in relation to corporate governance
• You will learn about the annual compliance requirements for a US company
• You will learn about the different types of corporate litigation in a company and how you can support law firms handling such litigation cases

What kind of assignments will you get?

Here is just a glimpse of the kind of assignments you will get:

• Shalaka Renewables Limited, an Indian company engaged in renewable energy projects is looking to establish two subsidiary entities in the State of Delaware and California. The subsidiary entities will be engaged in purchasing industrial equipment. They have approached you for guidance on what are the available business forms or structures in these states and which one works better for them. 
• Sushant Sharma, an NRI, has recently incorporated an LLC in the state of Delaware. The company is in the business of developing augmented reality (AR) technology. He has now negotiated an investment transaction with Bloomingdale Ventures, for USD 3 mn. However, the investor has requested that he convert the LLC to a C-Corporation. Advise the client on what will change for him with the change in structure. Also list out the steps in the process. 
• James Figuiredo and Jose Fernandes, both Brazilian nationals, are looking to incorporate an LLC in the State of Wyoming. James is a marketing wizard while Jose is a technical genius. Both understand that their contribution to the business will be equal and therefore intend that they hold equal ownership in the entity. They want that for marketing decisions, James' decision will be final while for technical matters, Jose's decision will be final. For other matters, they are asking for your guidance as to which decisions should be unanimously taken by the Board and which ones should be allowed to be taken by any one of them as Directors. James, being the more experienced one will be the President, while Jose will be the CEO. Draft appropriate operating agreement for the LLC. 
• Sheila Quadri, a Mexican national, has incorporated an LLC in California. She now intends to set up C-Corporation in Delaware which will own the Californian LLC. However, she doesn't want to put herself as the owner of the C-Corporation, but still wants to control the decisions taken in the entity. Advise her on how this objective can be achieved and also on how the C-Corporation will acquire the LLC.
• Anand Basu and Rajeev Desai, Indian Nationals have incorporated an C-Corporation in California, where they and their wives are the shareholders. However, they have now identified that the State of Delaware is a better place for them to carry out their business. Is it possible for them to "shift" their entity from California to Delaware? What do they need to do in order to achieve this? 
• Emilia Jones, an Australian founder of a chain of educational institutions operating in Australia now wants to have a presence in the US in the State of Texas. She is looking for the institution to be established as a company without any capital. However there will be a few investors who have agreed to contribute a specific amount for the development of the institution. Based on this information, please recommend a suitable business form or structure which Emilia can adopt, for her institution in the US. Also advise the procedure to set it up.
• James Taylor, a UK based businessman has a Limited Liability Company in the State of Delaware. At the time of incorporation, James and John, his cousin, were the only two shareholders of the company. Later, John sold his stake to James and exited the company. James brought in a new investor by the name of Barry and sold 25% of his holdings to Barry. Barry is also looking to exit the company now, but is looking to retain half of his shares. James has approached you to list out all  documents which are required to be completed for these transactions. He has also informed you that:
• No share transfer forms have been executed
• No resolutions have been completed
• List out the documents for James and create the missing documents.
• Zamboree! is a startup making play kits for kids. Currently, the business is being carried out in the form of a partnership. There are three founders of the business: Zack, Zachary and Zara, who are siblings. They are now looking to incorporate but they are not sure of which positions they should occupy in the incorporated entity. The intention is that there is no imbalance of power in favour of any one sibling. Make a note for them stating about the roles of different officer positions in a US LLC and a C-Corporation and the powers and responsibilities of each of them.
• Creative Mode Developers LLC (Creative), a Delaware entity, comprises a team of game developers specialised in creating various biomes for different kinds of games. Over a span of 2 short years, their business has grown significantly. They pitched their startup to Netherland Ventures Limited, a BVI based company, who have preliminarily agreed to invest in Creative. The investors however, are looking for a Simple Agreement for Future Equity (SAFE) to be executed in return of the money that they will invest. The investor will be issued preferred stock of the company at an agreed price. Draft the operative clauses of the Agreement related to financing and dissolution events for this transaction.
• SYMT (Speak Your Mother Tongue) Private Limited is an Indian company training kids of NRIs to speak their mother tongue. Considering that it has a significant customer base in the US, it has now decided to set up a holding company in Delaware and raise money from wealthy NRI investors there. It is considering executing a Delaware flip by using a Delaware C-Corporation. Explain the founders when a Delaware flip can be executed and list out the steps to implement the flip. Also inform the founders about the issues that might arise while implementing this.

List of skills you will learn through weekly exercises

• How to brief a client about the legal systems in the US and the US corporate regulators
• How to advise a client on the best structure from the available structures or forms of business
• How to advise a client on the best US state to incorporate based on the business
• How to form a Limited Liability Company in Delaware, California, New York, Nevada and Wyoming;
• How to incorporate a Corporation in Delaware, California, New York, Nevada and Wyoming;
• How to convert from other forms of business entities to a Limited Liability Company
• How to convert from other forms of business entities to a Corporation
• How to draft Partnership Agreements for a GP, LP, LLP
• How to draft operating agreement for an LLC
• How to draft by-laws for a C-Corporation
• How to elect to become an S-Corporation
• How to close business in one state and commence operations in another state
• How to get an individual tax identification number and an employer identification number
• How to appoint directors and officers in a Limited Liability Company as well as a Corporation
• How to carry out the appropriate procedure for resignation and removal of directors and officers in a US corporation
• How to help with the implementation of different policies in a US corporation
• How to help with the contract management process i.e. review of contracts and ensuring execution and legalisation - notary and apostille
• How to work with contract management databases
• How to prepare Annual Reports / Annual Statements of Information for US entities
• How to help with the filing and record keeping work in relation to the issue of shares
• How to assist in the administration of a stock option scheme
• How to format, redline and assist with the execution of term sheets and other transaction documents such as share purchase agreements, share subscription agreements and investor rights agreements
• How to ensure compliance with Blue Sky regulations
• How to assist with other types of share transactions such as share buybacks, share splits etc.
• How to assist with completing records of borrowings and execute debt related agreements
• How to draft board and shareholder resolutions and unanimous written consents, convening committee, board and shareholder meetings
• How to assist investors in availing investor tax credit
• How to assist with drafting a plan of merger and convening of shareholders meetings and drafting resolutions for approval of merger
• How to help non-US entities in establishing a presence in the US and guiding them on the ongoing formalities
• How to help with convening meetings of shareholders in the event of a corporation going for insolvency
• How to help a foreign law firm advising a US entity on listing procedures
• How to help with ensuring AML / FINRA compliance and insider trading related compliance
• How to help a foreign law firm advising a US entity on takeover / acquisition of shares, preparation of bear hug letters etc.
• How to help a law firm with different types of corporate litigation
• How to create your profile on various freelancing platforms and submit proposals for projects

Certification

Certificate cobranded by Skill India + NSDC

This course is recognized by the National Skill Development Corporation, a PPP under the Ministry of Skill Development and Entrepreneurship of the Government of India.

You will receive a certificate cobranded by NSDC and Skill India on successful completion. This is how the certificate from NSDC and Skill India will look as per the current applicable format (may change as per the approval authorities):

Sample Certificate