Issuance of CCPS
Issue Compulsorily Convertible Preference Shares (CCPS) to investors — special resolution, valuation, preference share terms, PAS-3 allotment filing and FEMA FC-GPR for foreign investors.
Issue CCPS to your investors
Share the investment amount and conversion terms. We handle the CCPS terms, special resolution and all MCA filings.
Talk to a CS →A complete issuance of ccps package
CCPS Terms Structuring
Dividend rate, conversion ratio, conversion trigger date, anti-dilution and liquidation preference — all structured in CCPS terms.
Valuation Report
Registered valuer report for CCPS pricing and conversion ratio — mandatory for preferential allotment.
Special Resolution
Special resolution at EGM approving CCPS terms — MGT-14 filed with ROC within 30 days.
PAS-3 Filing
Return of Allotment filed with ROC within 30 days of CCPS allotment.
FEMA FC-GPR (Foreign Investors)
FC-GPR filed with RBI within 30 days of allotment for foreign PE or venture investors.
Conversion to Equity
Board resolution on conversion event, new equity allotment, PAS-3 and updated register of members.
What is needed for issuance of ccps
Section 55 — Preference Shares
CCPS are preference shares that compulsorily convert to equity — governed by Section 55 of the Companies Act.
Special Resolution Mandatory
Issuance of preference shares requires a special resolution specifying all terms — dividend rate, tenure, conversion.
Compulsory Conversion Within 20 Years
CCPS must compulsorily convert to equity within 20 years of issuance — cannot be made perpetual.
Valuation for Conversion Ratio
The equity conversion ratio must be supported by a registered valuer report at the time of issuance.
PAS-3 Within 30 Days
PAS-3 must be filed within 30 days of allotment of CCPS — and again on conversion to equity.
FEMA Compliance for FDI
Foreign investment via CCPS requires FC-GPR filing with RBI within 30 days of CCPS allotment.
CCPS is the preferred instrument for startup and PE investments in India — it provides investor protection while deferring equity dilution. The conversion terms, liquidation preference and anti-dilution must be carefully drafted. We structure the terms, obtain shareholder approval and handle all regulatory filings.
Common issues with issuance of ccps
Simple steps, no surprises
CCPS terms finalised
Conversion ratio, dividend, liquidation preference, anti-dilution and tenure agreed and documented.
EGM and special resolution
EGM convened — special resolution passed for CCPS issuance — MGT-14 filed with ROC.
CCPS allotted and PAS-3 filed
CCPS allotted on receipt of investment — PAS-3 filed within 30 days — FC-GPR filed for foreign investors.
Conversion to equity
On conversion trigger, board resolution passed, equity shares allotted, PAS-3 filed — register updated.
Other services you may need
Frequently asked questions
Compulsorily Convertible Preference Shares (CCPS) are preference shares that must mandatorily convert into equity shares of the company within a specified period — not exceeding 20 years. They are widely used by PE and venture capital investors as they provide downside protection through a liquidation preference while eventually becoming equity.
CCPS gives investors a preference in dividend and liquidation over ordinary equity shareholders. Anti-dilution provisions can be built into the CCPS terms. From a FEMA perspective, CCPS is treated as equity (not debt) — making it the preferred FDI instrument for foreign investors.
CCPS must compulsorily convert to equity within 20 years of issuance under Section 55 of the Companies Act 2013. CCPS with a conversion period exceeding 20 years is treated as redeemable preference shares — which have different compliance requirements.
Yes. Issuance of any preference share (including CCPS) requires a special resolution of shareholders passed at an EGM. The resolution must specify the dividend rate, number of shares, conversion terms and tenure.
On the conversion trigger date (or event), the company passes a board resolution, allots equity shares to the CCPS holders and files PAS-3 within 30 days. The CCPS shares are cancelled and the equity allotment is recorded in the Register of Members.
Ready to issue CCPS to your investors?
We structure the terms, obtain shareholder approval, file PAS-3 and handle FC-GPR for foreign investors.