Bhavya Sharma on Startup Compliance and Corporate Governance: Legal and CS Insights for Founders

Bhavya Sharma on Startup Compliance and Corporate Governance: Legal and CS Insights for Founders

This interview explores corporate governance, legal compliance, and startup advisory in India’s fast-growing entrepreneurial ecosystem. Bhavya Sharma, qualified in both, Law and Company Secretaryship and founder of Bhavya Sharma & Associates, shares her journey from global consultancy to building her own firm. She discusses how combining CS and legal expertise helps startups navigate compliance, ESOPs, capital restructuring, and governance, while offering practical advice for founders and young professionals.

This interview has been published by Anshi Mudgal and The SuperLawyer Team

What inspired you to pursue both Company Secretaryship and Law, and how have you built your career advising startups in these fields?

Sure. So, how it begins, like I have always been passionate about law and how it shapes the corporate environment, basically about the CS I came to know through my school teacher when I was in class 12. And so I got really fascinated over the board meetings, how we get involved with the founders and shaping the compliance strategies and everything else.

But this is the beginning, you can say, that is how I started CS. Because I wanted to be that professional who sits with the boards, founders advising them on governance, compliance. But it happens when reality hits you hard. When I found out, I started looking for the job, and I even got the job very early when I got qualified.

I was one of the youngest members in the CS fraternity as well. And when I landed up my first job, I came to know that something was missing. I was capable enough to provide on the governance side, the compliance side, but from the legal perspective, in order to provide a holistic advice to a client, I always wanted to have a strong foundation in law as well, because in CS, you study about law, but not in a real depth, not in a detailed manner, so that a student can understand how the legal scenario works, how the contract act works. So for that I always felt that there was something missing, A part is missing, and that is how I have landed up doing the law as well. So that was the basic reason that I have done the dual degree, the CS and the law.

And this dual qualification allows me to combine strategic compliance with a strong legal insight. That is very crucial as per my experience. I’ve been into this industry for the last 12 plus years, so it is very integral and now I feel that that is the right decision. If someone really wants to go and look after through a 360 degree lens, according to my recommendation, they should do CS plus law so that at least they still try not to miss out any of the compliance in the legal perspective if you are helping a founder or a startup in our scenario on a particular compliance part. So that is how I have started and this is helping me even till date.

What inspired you to leave a global consultancy to start Bhavya Sharma & Associates, and how can one decide between practicing as a Company Secretary or a lawyer?

I’ll tell you the biggest lesson I carried forward when I was working with renowned firms. So that passion always shines through. Whether you are in a global consultancy, whether you are doing your own practice, if you are genuinely passionate about your work, you’re committed to delivering values, people remember you.

People remember your name more than the brand you work for. And this is something I am saying out of my personal experience. When I was even working as an employee for an organization, whatever assignments we had, I always tried to over deliver. We always try to give it before time. We always try that it should not hamper the client in any manner. The compliance should be well taken care of, and that’s something that gets into my work in such a manner. And as an experience, I came to realize that passions always shine through. That experience taught me that reputation is personal.

For example, this generation takes care that, okay, we are working for an organization. We are working for Big 4. That’s not something we are representing on our own but a keynote to this is that the people remember your name. People remember that this person performed this task and that person was brilliant.

For example, if five people are there and you are over-delivering the work, people remember your name. So that experience taught me that reputation is something personal, it’s built upon consistency, the professionalism we carry and passion always outshines the brand. So this is the experience I have gained working with all the global giants as an employee you can say so, and even in my practice, that helped me tremendously to cater to my customers as well.

How did your passion and experience shape the journey of building BSA, and how have you ensured startup clients thrive under your guidance as both a Company Secretary and lawyer?

Very nice question, I must say. So from the very first job and until my last job, I always observed very granular details.

The way we work, the way we were working with the Big 4, Big 6 and Top 10. So how they deliver, what SOPs they follow, and what is the pain point of your customer, what they’re looking for. I always try to keep that at the top most priority throughout the entire assignments or whatever work we are doing, what they are looking for, what pain they’re looking to resolve.

So that was always an agenda. Even till day, whenever we onboard a new client, whenever we take care, whenever we go through. So we always take care that how we can resolve, how we can help them achieve what they want to achieve. So this was the first agenda that the approach should be customer centric.

You should put your customer’s goal first, and then you form your entire SOP all across that requirement of your customers. With due respect to all the brands who are working in this domain, they’re doing an outstanding job. But what I felt with the bigger organization there is an SOP to follow.

And even for an onboarding a client, it took like 10 to 15 days. And sometimes what happens, for a young startup, is a very crucial time. They want the entire assignment to be completed in those 15 days. And it costs them like anything. So they are looking for a firm who can help them do everything.

They’re not reluctant to get onboarded, completion of onboarded formalities, but they want that the need should be taken care simultaneously. So I’ve always wanted to build a consultancy who can understand the founder’s pain point rather than like our motto is to grow together. That we want to grow and we also want a customer to achieve what they’re looking for.

So we should provide a solution whereby their pain should be put on the topmost priority, what goal they want to achieve, and then we create an entire SOP along with that. So this is how I feel we are able to deliver what we are delivering today. For each and every client we have a different SOP, which we follow in order to cater to their need and requirement in order to help them.

I always, here internally, say that we help startups from incorporation to IPO. So we design everything. We do not have any standard SOP applicable to each and every startup. The draft SOPs for every compliance. We work on granular details.

How we can help them in achieving what they want to achieve, how we can resolve this legal pain point about entering into the scenario. So I think this is how we are able to draft and help them and minimize the timeframe as well within which they want to achieve that result. And that is how they got the quality work and the success comes faster than the expected timeframe.

How do you stay updated on global business trends and legal developments, and manage to research, write, and share insights consistently for your clients and publications?

Okay. Yeah, it’s a very appropriate question the way you have begun it. That yes, it is very difficult to make a founder understand, because most of them, they don’t come from a legal background. And we have to make a lot of effort. Trust me. There is an onboarding call internally with our firm, where first we try to understand what they need. And after that, we create a solution for them. We make them understand this is applicable to you, you have to follow it. We make them understand why behind that applicability, why you need it. What’s the repercussion if you don’t follow it, and in order to achieve that result, this is the line of process you cannot afford to miss.

So this is what we let them know from the very first day, whether they want to continue with us, whether they want to join us or not. But we are very transparent in that approach, and this is something that I felt as my experience helped us and our founders a lot. If they understand the cost of compliance, they are ready to even put that effort to help us, sitting with them, for making a resolution, for getting into the strategy, and how to create work upon the cap tables. If we are doing any capital restructuring, they join us for those meetings. Yes, we would like to keep it in this manner, we would like to keep it in that manner.

What will happen if we do this? How will the law impact us if we go with that? And we love it when they ask us these kinds of questions. We love it that yes, they are getting into it. They’re understanding that if we lose the ends, then the cost will be hard to afford. So this is the first answer to the question.

And second one is that in our domain Divya, staying updated is not optional at all. There is an update on a daily basis. Even, for example, MCA is most frequently visiting our website and our domain. So whenever we are opening the website, there is a new circular, there is a new change.

Even a minor change impacts the reportings, impacts compliance. So we have to stay updated. More than that, at BSA, we have a research team who work upon this research who study, and there is two motto, first, every 15 days we have an internal team meeting where we participate, we discuss that research, how those changes under the law can impact our client, which client are impacted and if need be, we update their compliance mechanism. So there will be a very nominal impact to their workflow, the compliance of which we are doing as of now for them. And if you ask me personally, I read a lot. Whatever comes there in the law through the websites and in our own institute, Institute of company, secretaries of India, every day there are more than two, three sessions, webinars are there on the recently introduced topics.

So I participate in these seminars personally and come to know about the insights, what is happening, how that will impact the industry, which industry will be impacted the most. Then I share those insights with my team. Then we brainstorm and create our internal list.

And then finalize, this is how all together as a team, we work upon these update and then I write, I create that how I can give back to the ecosystem and I can create a small piece of content which can help our founders and in addition to that who are even not associated with us, can gain any help if possible, because if at least they’ll get a red alert that yes, this happens. If that comes to their knowledge, we can even ask our own consultant to take care of it in future. So this is all that we do.

How has your expertise in compliance and governance helped you guide innovative startups through complex challenges, and how do you simplify these legal and company secretary concepts for founders?

I would love to answer this question again and again because this is something even we, personally, felt so much in the past and even it comes to us every now and then, whenever we are in discussion, even with the new founders, whenever we are onboarding a client.

Trust me, sometimes, there are scenarios when a startup needs a consultant badly. But because founders are unable to understand the need of a consultant, a startup consultant from a legal perspective, they’re not ready to onboard that person. So, what my answer to my team is, that it ultimately even depends upon the founder.

Whenever you are doing anything for your startup, it ultimately depends upon the founder. If they take compliance seriously, we can guide them smoothly. And we have experienced this a lot. If they understand, if they’re worried that we should not mess, please take care of it. If you understand, let us know if you need any help. Let us know what we are doing wrong. Please run a small due diligence because as per our part of practice, we run a due diligence before onboarding a client in order to understand where they’re lagging as of now. And at least we start filling those gaps.

So sometimes they ask us to please run our due diligence. Let us know, and sometimes the other way around completely, so they understand, no, no, no, no, things are all okay because we have not received any notice till date. It means we are doing great. So there’s no need. You can do this part. And I think the rest of us are going okay.

So from my personal experience and the professional experience I had with so many founders on a daily basis, every founder sooner or later realized that strong compliance is non-negotiable. Especially when you’re looking for a fundraiser, because we are a startup consultant, and the fundraise is something we deal with on a daily basis 24/7.

So whenever even a small investor comes into the picture, founders start realizing that, yes, I need someone who can take care of the compliance. This needs to be taken care of else there will be a penalty. So when they understand there is a penalty, then they understand the need for compliance.

So our role and the main goal is to make compliance less intimidating and more of a growth enabler to make them understand that this can hinder your growth. Instead of that, yes, you need it, this is applicable, you will be penalized, but this is going to stop you somewhere.

And at that time, you have to do the entire process with the retrospective effect, which will cost you five times more than what it could have been if you had done it in the past. So it’s completely depends upon the founder

How do you maintain personal and professional balance, safeguard mental well-being for yourself and your team, and stay motivated while leading a high-demand consultancy?

Honestly, to be very transparent, the balance is still a work in progress because sometimes you have to deliver. You have to give all of your time to your work and sometimes that all your personal life needs is you. So still, I’m figuring out the way, but trust me, the two pillars, which are helping me a lot, one is my family, another is my partner.

He is also very understanding that my work needs me more than anything else. And in the initial stage of my setting up this consultancy as well he understood that, yes, this work needs a 24/7 commitment and we have to give it all, whatever we have, I had just begun with a small office space, which my father had given on rent to someone, I had asked him to get it vacated.

And I was clueless. That is how I will onboard my first team member. It took me, you can say six months to onboard a team member. So it’s not, I don’t want to like, make it very fancy that yes, it’s a cakewalk, it’s very easy and I would like to highlight that all it needs is 24/7 commitment. For example, for me, if I’m not working, either I’m studying or I’m traveling for meetings, I’m discussing things I’m figuring out the work. And sometimes I take a day off, like once a month. You can say not more than that because still we are in the initial stage. I try to hang out with my team, so we like to have a small lunch session. Around the festivals we try to go out and make it lighter for the team as well. When there are due dates when, for example, we are about to close a fundraise deal and we were getting involved, either of the team is involved from the last six to eight months, so we try to take them out.

We try to have a good session, try to light that load. So this is what I am following as of now with the team and for me as well. But if you give your best with honesty and dedication, growth will follow. And this is what I have gained from my experience.

What are your future plans for making your consultancy more accessible, expanding your impact in India’s startup ecosystem, and achieving long-term growth for both your clients and team?

So there is no such thing like a handwritten plan as on date.

In terms of onboarding something. I am very, very peculiar that, first of all, it’s not something I would focus, the money making is never an aim whenever we onboard a client, the goal is having a consultancy in place where the growth should be on both the sides, that we should grow together, whosoever associated with us, we would give all the contribution in terms of compliances, the help, the challenges they’re facing. In order to minimize that, we would like to give it all. So, what we do, for us onboarding a client is like, we have never done branding. We have never tried any manner of promoting ourselves. More than 95% of our clients are from word of mouth reference. Because the way I’ve told you the SOPs we follow in order to deliver the work for our clients, and the transparency is always there from the day one. Whenever we onboard our first client, whenever we onboard our startup, we tell them, this is how we work.

This is how we’re going to work. This is what we’ll be delivering, and this will be the cost for the sale. And, we do not like, sign the proposal. Till the time they’re not satisfied with the SOPs we are about to follow in order to cater to their requirement or the startup’s requirement. Until the time we are not able to resolve each and every question of theirs, until the time we are not internally sure that we can contribute.

If we are unable to contribute, then we upfront say that we won’t be able to handle this. And if we handle it, these are the challenges which you will be having throughout the process. So I think transparency is something which helps us expand, considering whenever you onboard a client, they give a reference to someone else saying that yes, they do this work in that manner.

And this helps us achieve more. Compliance is never going to hit you or this will never cost you in future, if you are compliant as on date, you will not receive any notice. The fundraise process is smoother and in the founder’s community, it is something they always dream of whenever they’re going for a fundraise.

So maybe try to make that experience so smooth that they should not be worried about whether we’ll be receiving any red flags or how we’ll be able to satisfy the requirements raised by the investors. So, this is something that they refer to their peers, to their friends, and this is how we onboard our clients. And more than that, our goal is that customers first, please understand their pain. To our team as well there are written goals where my team sits. So we have few written goals. Out of that, the first goal is customer first, understand their pain and we should work towards resolving that issue.

And, along with me they take care of those things very beautifully. And because, we try to resolve those issues and it helps us achieve more. So this is all we are doing as of now. There is no such pre-written plan for the future and this is it for now.

I just wanted to have a good brand who can help the startups to grow and who make the founders understand about the compliances and can manage all of their pain under one roof. This is all that we have for now.

How have you integrated Law and Company Secretaryship in your career, and what advice would you give to young professionals navigating this dual path?

Surely, Divya. As you rightly say, learning never goes to waste. It’s a very good combination and the first decision should be made on the basis of what you want to achieve if you want to become a corporate lawyer.

Then you cannot afford to miss a law because in CS we study law, but not in depth. They give us a brief, but more focus is on the corporate law part. We study more about the ESOPs, corporate e structuring, the strategic management and everything else. But in the law you study everything in a depth manner, be it the instrument act, negotiable act, contracts act.

I’ll give you an hypothetical example. Whenever we are executing a deal, now a CS can do all the resolutions and everything else, whenever it comes to drafting a contract. I have seen even fellow CS as well that they’re unable to draft a contract the way lawyers do.

So if you want to become a corporate lawyer, then law is non-negotiable. But if you want to get into the complete plain side of compliance. Where you either want to work or practice as a CS, then I think CS only can serve your purpose. Then you don’t need to get into the dual degree of getting into CS and law as well.

CS can help you sail through whatever you want to achieve, but if you want to give advice to the customers from a 360 degree angle, then you need both the degrees in order to give that holistic advice because otherwise you will lose either of the ends. You will give advice from a compliance perspective, but you will miss the law because you’re not aware about it.

For example, what will happen if you miss a value of stamp paper on a contract, and if you miss even to attach a stamp paper on a contract, you will help them execute an affidavit, but you don’t know under which article you need to get that affidavit. So these are the very granular things which you need to understand prior to the beginning of getting into this dual degree dream.

So, you have to understand what you want to achieve, what you want to do, and according to that, I think one should draw a line of plan that, yes, I want to do this. Even so many of my friends have only a CS degree and they’re doing pretty well in their domain and many of them have both the degrees, but they still don’t need the legal side because they’re still doing the CS.

And, most of them are also having both the degrees, but they’re more or less into the practices then as well. So it completely depends on the person what they want to achieve, and they should decide beforehand, before entering into either of the goals.

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