Fund Raising for Companies

End-to-end fund raising compliance — rights issue, preferential allotment (PAS-3), private placement (PAS-4), ESOP, venture capital, and angel investment compliance for private and public companies in India.

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What are Fund Raising Options for Companies?

Companies in India can raise funds through several routes under the Companies Act, 2013 and SEBI regulations. The primary methods are: (1) Rights Issue under Section 62(1)(a) — offering shares to existing shareholders in proportion to their holding; (2) Preferential Allotment under Section 42/62(1)(c) — issuing shares to a select group of persons at a price fixed per SEBI valuation norms; (3) Private Placement under Section 42 — offering shares to up to 200 persons per year through a Private Placement Offer Letter (Form PAS-4); (4) ESOP (Employee Stock Option Plan) under Section 62(1)(b) — incentivizing employees with options to purchase shares at a future date. For startups, angel investment under DPIIT-recognised angel networks and venture capital investment through SEBI-registered AIFs are common routes. Each route has specific compliance requirements including board/shareholder approvals, valuation, offer documents, and post-allotment ROC filings.

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Fund Raising Routes & Compliance

Rights Issue & Preferential Allotment

Rights Issue: Offer new shares to existing shareholders pro-rata. Preferential Allotment: Issue shares to specific persons — requires Special Resolution, SEBI valuation, and PAS-3 filing.

Private Placement — PAS-4

Private Placement allows raising funds from up to 200 identified persons per year. Requires Board and Special Resolution, PAS-4 offer letter, and PAS-3 allotment return.

ESOP — Employee Stock Option Plan

Grant options to employees to purchase shares at a predetermined price. Requires Compensation Committee, ESOP scheme document, Special Resolution, and periodic disclosures.

VC / Angel Investment Compliance

Receive investment from DPIIT-recognised angel investors or SEBI-registered Alternative Investment Funds (AIFs). Requires share subscription agreement and FEMA compliance for foreign investment.

Eligibility & Requirements

Board Resolution approving the fund raising mode
Special Resolution at EGM (for preferential allotment and private placement)
Valuation Report from Registered Valuer / Investment Banker
Private Placement Offer Letter — Form PAS-4 (for private placement)
Offer cum Application Form for subscribers
Separate bank account for private placement funds
Post-allotment return in Form PAS-3
Updated shareholding pattern post-allotment

How to Raise Funds Through Share Issuance

Each fund raising route has a distinct legal process. Our team guides you through the correct structure and ensures full compliance.

1Step 1: Determine Structure & Valuation

Select the appropriate fund raising route. Get a Fair Market Value (FMV) or SEBI-prescribed valuation from a Registered Valuer or Merchant Banker.

2Step 2: Board & EGM Approvals

Pass Board Resolution. Hold EGM to pass Special Resolution for preferential allotment, private placement, or ESOP scheme. Prepare and dispatch offer letter (PAS-4).

3Step 3: Allot Shares & Receive Funds

Collect applications and funds in a dedicated bank account. Pass Board Resolution for allotment within 60 days of receiving funds. Issue share certificates/demat credit.

4Step 4: File PAS-3 & Update Records

File allotment return in Form PAS-3 with ROC within 30 days of allotment. Update the Register of Members and shareholding pattern. File with SEBI if listed.

For foreign investment, we ensure FEMA compliance — reporting to RBI via FC-GPR within 30 days of allotment, KYC, and inward remittance certification.

Documents Required

Approval Documents

  • Board Resolution for fund raising
  • EGM Notice and Special Resolution
  • Valuation Report from Registered Valuer

Offer Documents

  • Private Placement Offer Letter — PAS-4 (if applicable)
  • Offer cum Application Form
  • KYC documents of investors

Post-Allotment Documents

  • Board Resolution for allotment
  • Form PAS-3 with ROC
  • Allotment letter and share certificates

Post-Registration Compliance

PAS-3 Filing within 30 Days

Form PAS-3 (Allotment Return) must be filed with ROC within 30 days of allotment. Late filing attracts enhanced fees and regulatory scrutiny.

FEMA Reporting for Foreign Investment

Foreign investment under the Automatic Route must be reported via FC-GPR to RBI within 30 days of allotment. FDI must be in permitted sectors at or above FMV.

ESOP Disclosure in Directors Report

Annual Directors Report must disclose details of ESOP scheme — options granted, vested, exercised, and lapsed — as per Rule 12(9) of Companies Act Rules.

Anti-Money Laundering — Separate Bank Account

Private placement funds must be received in a separate designated bank account. Funds cannot be used before the allotment is completed.

Common Questions

Everything you need to know

Under Section 42 of the Companies Act, private placement offers can be made to a maximum of 200 identified persons per financial year, excluding Qualified Institutional Buyers (QIBs) and employees under ESOP.

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