How corporate lawyers use Justis AI

The problem

A new client arrives with a decade of minute books, some scanned, some typed, some in a box. Before anyone can advise on the next transaction, someone has to know what the company actually approved, what it filed, and whether the registers agree with both. Doing that by hand takes a secretarial team a fortnight.

The gaps are always the same: a special resolution passed but MGT-14 never filed, an allotment made without the return of allotment, a charge satisfied on the lender's books but still open on the register, a director who resigned on paper but was never removed from the record.

How Justis handles it

Upload the minute books, the registers and the filed forms to a project. Justis reads every document, runs OCR on the scans, and lays out each corporate action in date order with the resolution, the form and the register entry that should follow it, each cited to its page.

It marks what does not line up: a resolution with no filing, a filing with no resolution behind it, a register that disagrees with the minutes, and the statutory period each gap breached. The result comes back as a table you can export to Excel for the compliance file.

The problem

A board meeting is a sequence of small requirements that are easy to get wrong under time pressure: notice at least seven days ahead under section 173(3), a quorum under section 174, interested directors disclosed and kept out of the discussion under section 184, and an agenda that separates what the board can decide from what needs the members.

General meetings add their own: twenty-one clear days' notice under section 101, an explanatory statement under section 102 for special business, the right kind of resolution for each item, and the filings that follow within thirty days. A notice that misses one of these is what a dissenting shareholder challenges.

How Justis handles it

Give Justis the matters the company wants approved and its articles. It sorts each item into board or members, says whether it needs an ordinary or special resolution and cites the section, and drafts the notice, the agenda, the explanatory statement and the resolutions in your format.

After the meeting, it drafts the minutes from your notes or a recording of the meeting, in English or Hindi, and lists every filing and register entry the meeting triggered, with the last date for each.

The problem

A fundraise closes on a timetable set by the investor, and the company law steps run alongside it: the special resolution for the private placement under section 42, the valuation report from a registered valuer, the offer letter, the money received from the subscriber's own bank account, the allotment within sixty days of receipt, and the return of allotment within fifteen days of it.

When the investor is non-resident, FEMA adds its own layer: the pricing guidelines under the NDI Rules, the sectoral cap and route, and the FC-GPR within thirty days of the issue. Miss the sixty-day window and the money has to be refunded, with interest if the refund is late.

How Justis handles it

Justis reads the term sheet, the resolutions, the valuation report and the bank records, and builds the allotment timeline with the last date for every step, computed from the dates on the documents rather than from the deal calendar.

It checks the issue price against the valuation and the FEMA pricing rule, drafts the resolutions and the offer letter, and marks anything that is out of order, such as money received before the special resolution was passed.

The problem

The promoter's other company supplies raw material, leases the warehouse and provides the managing director's car. Each arrangement needs to be tested under section 188: is it in the ordinary course and at arm's length, and if not, does it cross the thresholds in the rules that send it to the members, where the related parties cannot vote.

For a listed company the Regulation 23 LODR regime runs on top: prior audit committee approval, the materiality test and the disclosures that follow. Getting the test wrong is found out in the board's report, by the auditor, or by a minority shareholder.

How Justis handles it

Justis reads the contracts with related parties alongside the financial statements and the register of contracts, identifies each related party under section 2(76), and tests every arrangement for ordinary course, arm's length and the approval thresholds, citing the provision and the figure it used.

It lists which approvals were taken and which are missing, drafts the board and member resolutions, and prepares the particulars for Form AOC-2 in the board's report.

The problem

The company is raising money, restructuring or being sold, and someone needs to know which of its four hundred agreements need a counterparty's consent, which terminate on a change in shareholding, and which forbid assignment to a group company. The answer lives in clauses written by different lawyers over fifteen years.

Sampling the agreements and hoping the rest look the same is how a key customer's consent right is found after signing.

How Justis handles it

Upload the contract base to a matter workspace and ask your questions once. Tabular review reads every agreement and returns a grid with one row per agreement and one column per question, each cell citing the clause and page it came from.

Filter the grid to what needs action, export it to Excel for the board pack, and ask Justis to draft the consent request letters for the agreements that need one.

The problem

Most of a corporate practice's volume is the company's own paper: supply agreements, distribution, services, leases and NDAs. Each one comes in on the counterparty's form, and each one has to be read against the same positions on liability, indemnity, termination and governing law.

Reading them one at a time, from memory of what the company usually accepts, means the positions drift and the same clause is argued twice.

How Justis handles it

Write the company's positions down once as a playbook, with the preferred term and the fallback for each. Justis reads every incoming agreement against it, quotes the clause that departs, and says which position applies.

It then marks up the counterparty's own Word file as tracked changes, with the reason for each change in a comment, so the markup goes back in a form the other side recognises.

The problem

For a listed company the board meeting is also a disclosure event. Under Regulation 30 of the LODR, the outcome of the meeting goes to the exchanges within thirty minutes of its close, other events arising within the company within twelve hours, and events from outside it within twenty-four. Deciding what is material, under the policy and the tests in the regulation, has to happen before the meeting ends.

The PIT Regulations run alongside: the trading window closed from the end of the quarter until forty-eight hours after the results are published, the structured digital database of everyone who received unpublished price sensitive information, and pre-clearance for designated persons.

How Justis handles it

Give Justis the board agenda, the draft outcome and the company's materiality policy. It says which items are disclosable under Regulation 30 and by when, drafts the disclosure in the form the exchanges expect, and marks items where materiality is a judgment for you.

It checks the trading window dates against the results calendar, reads the pre-clearance requests against the window and the code of conduct, and drafts the entries for the structured digital database.

The problem

Every appointment, resignation, special resolution and transfer ends in a form: DIR-12 within thirty days of a director's appointment under section 170(2), MGT-14 for the resolutions, SH-4 for a transfer. The particulars come from four places at once, the board minutes, the director's own data sheet, the consent in DIR-2 and the declaration in DIR-8, and the team keys them in from whichever one is open.

That is how a DIN is entered with two digits transposed, a consent is filed that was signed after the appointment it consents to, and a director appointed as non-independent is shown as independent because that is the box she ticked on her data sheet.

How Justis handles it

Give Justis the firm's blank Word template of the form's fields and the documents on file. It fills each field from the record, names the document behind every entry, and where two documents disagree it leaves the field open with a comment saying which says what.

It also lists the attachments the form needs and whether each is on file, and computes the last date for filing from the date of the event in the minutes, not from the date the papers reached the secretarial team.

The problem

The term sheet is signed and the investor's counsel wants the first draft of the shareholders' agreement within a fortnight. The term sheet covers the headline rights in a page; the agreement has to turn each line into working clauses, fill in what the term sheet left out, and carry the founders' instructions on the points still open.

Two things go wrong at this stage. A number in the term sheet does not reconcile with its own price, and nobody notices until the allotment. And the rights are written into the agreement but not into the Articles, where they have to sit if they are to bind the company and a transferee.

How Justis handles it

Give Justis the signed term sheet, the founders' instructions and the current Articles. It drafts the shareholders' agreement clause by clause from the term sheet, takes the founders' positions where the term sheet is silent or open, and marks each of those in brackets with a note, so the draft that goes out shows what is agreed and what is not.

It checks the arithmetic of the round, says which rights have to be carried into the Articles and drafts the amended Articles alongside, and lists the corporate steps the closing needs, such as the ESOP resolution and the increase in authorised capital.

The problem

When the company is the customer, the paper comes from the vendor: a cloud subscription with an implementation statement of work, written to protect the vendor. The finance team wants it signed this month, and the clauses that matter are the ones a buyer skims: a liability cap of three months' fees, a right to change the terms by posting them online, customer data hosted anywhere.

Those clauses are also where the company's own obligations sit. As data fiduciary for the personal data in the system, it has to be told of a breach in time to inform the Data Protection Board and the people affected under section 8(6) of the DPDP Act.

How Justis handles it

Write the company's procurement positions down once, with the preferred term and the fallback. Justis reads the vendor's form against them, quotes each clause that departs, and says which position applies and why.

It marks up the vendor's own Word file as tracked changes, with a short comment giving the business reason for each change, and lists the points that go beyond the fallback and need the CFO's approval.

The problem

The company secretary drafts the minutes from memory and notes in the days after the meeting, and they are signed once confirmed. Whatever they say becomes the record that an auditor, a lender, an investor or a court will read, and a resolution recorded wrongly is very hard to correct later.

The usual defects are small on the page: a director shown as present for an item she left before, a quorum stated for the whole meeting when the articles require more for one item, an interested director recorded as voting, a resolution that the board cannot pass on its own written as final.

How Justis handles it

Give Justis the draft minutes with the notice, the attendance register and the articles. It reads each item against who was in the room at that time, the quorum the Act and the articles require for it, the disclosures of interest, and whether the board or the members must approve it.

It marks up the draft as tracked changes with a comment explaining each correction, and lists the defects that cannot be fixed in the minutes because the decision itself has to be taken again.

The problem

Before an AGM, a fundraise or a diligence request, someone has to open the statutory registers and see whether they are complete. They are kept by different people, some on paper, some in spreadsheets, and each has its own prescribed particulars under the Act and the rules.

What is found is rarely dramatic but always awkward: a transfer entered with no date of registration, a director who resigned months ago still shown without a date of cessation, a CFO whose DIR-12 was filed but who was never entered, a satisfied charge still shown as open, a register kept at the corporate office instead of the registered office.

How Justis handles it

Upload the registers, scanned or typed, and run the same questions across all of them in a tabular review: which register it is, its last entry, missing particulars, events referred to but not entered, authentication and where it is kept. Every cell cites the entry and page.

Ask the Associate to turn the grid into a rectification list with the entry to be made in each register and the form, if any, still to be filed.