Private Equity Compliance
Handle the corporate and regulatory compliance of a private equity investment — preferential allotment, CCPS or CCD issuance, SHA structuring, FEMA/RBI compliance for foreign investors and all MCA filings.
Handling a private equity investment?
Share the investment structure. We handle allotment compliance, SHA, FEMA filings and all ROC requirements.
Talk to a CS →A complete private equity compliance package
Term Sheet & SHA Review
Corporate secretarial review of term sheet, shareholders' agreement and investor rights provisions.
Preferential Allotment Compliance
Special resolution, PAS-4 private placement offer letter, board resolution and PAS-3 for allotment.
CCPS / CCD Issuance
Compulsorily Convertible Preference Shares or Debentures issued to PE investor — structuring and MCA compliance.
FEMA / RBI Compliance
FDI reporting via FC-GPR, ODI compliance, sectoral cap verification and RBI filings for foreign PE investors.
Valuation Report
Registered valuer or Category I Merchant Banker valuation for preferential allotment pricing compliance.
Anti-Dilution & Investor Rights
SHA provisions for anti-dilution, board seat rights, information rights and drag/tag along — secretarial compliance tracking.
What is needed for private equity compliance
Special Resolution Mandatory
Preferential allotment to PE investor requires special resolution passed at EGM — MGT-14 filed within 30 days.
Valuation Report Required
Shares issued to PE investor must be at or above fair value — registered valuer or SEBI Cat-I MB report mandatory.
PAS-4 Offer Letter
Private placement offer letter (PAS-4) must be issued to each identified investor before allotment.
60-Day Allotment Window
Shares must be allotted within 60 days of receipt of application money — money must be returned if not allotted.
FEMA FC-GPR Filing
For foreign PE investors, FC-GPR must be filed with RBI within 30 days of allotment — via FIRMS portal.
Sectoral Cap Verification
FDI inflow must be verified against sectoral caps and entry route — automatic or government approval route.
For foreign PE investors, FEMA compliance runs parallel to Companies Act compliance. FC-GPR must be filed with RBI within 30 days of allotment. Missing the FC-GPR filing attracts RBI compounding. We handle both the MCA and FEMA filings simultaneously.
Common issues with private equity compliance
Simple steps, no surprises
Investment structure confirmed
Instrument type (equity, CCPS, CCD), investor category (Indian/foreign) and FEMA route confirmed.
EGM and special resolution
EGM convened, special resolution passed for preferential allotment — MGT-14 filed with ROC.
Allotment and PAS-3
PAS-4 issued, funds received, allotment within 60 days, PAS-3 filed within 30 days.
FEMA and post-investment compliance
FC-GPR filed within 30 days (for foreign investors), SHA obligations tracked — registers updated.
Other services you may need
Frequently asked questions
A preferential allotment is an issue of shares or convertible securities to a specific identified investor — not through a rights issue or public offering. It requires a special resolution of shareholders and must be at or above the fair value determined by a registered valuer or SEBI Category I Merchant Banker.
Yes. When shares are allotted to a foreign investor, the company must file FC-GPR (Foreign Currency — Gross Provisional Return) with the RBI through the FIRMS portal within 30 days of allotment. Non-filing requires RBI compounding.
Shares must be allotted within 60 days of receipt of application money. If allotment is not made within 60 days, the application money must be refunded to the investor with interest at 12% per annum.
PE investors typically invest through equity shares, Compulsorily Convertible Preference Shares (CCPS), Compulsorily Convertible Debentures (CCD) or Optionally Convertible instruments — depending on the tax and regulatory structure preferred by the investor.
Yes. For any preferential allotment (domestic or foreign), the issue price must be at or above fair value — determined by a registered valuer under the Companies Act or a SEBI Category I Merchant Banker for listed companies.
Closing a private equity round?
We handle EGM resolutions, preferential allotment, FEMA filings and SHA compliance — end to end.