A US-resident shareholder can petition the National Company Law Tribunal against oppression and mismanagement under sections 241 and 242 of the Companies Act 2013, or seek rectification of the share register under section 59. The petition is verified by an affidavit signed before a US notary and apostilled, and hearings are attended by your advocate, with you joining by video if needed. The Tribunal can undo allotments, restore you as director or order a buy-out.
- Document route
- US notary, then apostille from the state Secretary of State
- Time difference
- IST is 9h30 (US Eastern, summer) to 13h30 (US Pacific, winter) ahead
- Law
- Companies Act 2013, sections 241 to 246
- Forum
- NCLT bench of the registered office state
Shareholder Disputes & NCLT from the USA: how it works
We pull the company's full filing history from the Ministry of Corporate Affairs portal and compare it with what you were told: notices of meetings, share allotments, director appointments and resignations. Discrepancies such as a resignation letter you never signed or an AGM held while you were in the US without notice form the core of the case. We then send a notice asking for inspection of the statutory registers and minutes, which a member is entitled to. The response, or the absence of one, becomes evidence.
The petition goes to the NCLT bench for the state where the company is registered. If you hold less than 10 per cent because of the very allotment you challenge, we apply for a waiver. Interim orders can freeze further allotments or asset sales while the case runs. Many such disputes end in a buy-out at fair value fixed by an independent valuer. If your shares are held on a repatriation basis, the buy-out price can be remitted to the US after FEMA reporting.
What clients in the USA should know
- The Limitation Act applies to NCLT petitions, so a US-based shareholder who learns of a dilution should act promptly rather than wait for the next trip to India.
- Emails between you and the other directors are useful evidence; export them with headers before filing.
- A buy-out paid to a US person is a capital gain reportable on the US return, with credit for Indian tax deducted.
Step by step from the USA
Video consultation
A call at a time that suits the USA, after we have read your documents.
Documents signed in the USA
US notary, then apostille from the state Secretary of State
Work in India
Our team files, appears and follows up in India, and shares scans of everything filed.
Result and handover
Certified copies and originals are couriered to you in the USA where needed.
The full guide
This page covers what changes when you are in the USA. For the law, the documents and the step-by-step procedure, read our main page on Shareholder Disputes & NCLT, or see all services for clients in the USA and the Disputes & Enforcement practice area.
Questions from clients in the USA
Can I file without coming to India?
Yes. The affidavit and authorisation are signed in the US and apostilled, and hearings proceed through your advocate.
What if my shares came from my late father?
We first secure transmission of the shares or seek rectification under section 59, then pursue any oppression claim.
Which bench hears the case?
The NCLT bench with jurisdiction over the company's registered office, for example Chandigarh for a company registered in Punjab.