Ensure Full Legal Adherence While Raising Capital

Raising capital is a critical step for startups, small businesses, and growing enterprises. However, navigating the regulatory landscape is complex, and non-compliance can lead to penalties, delays, and investor mistrust. Our Capital & Fundraising Compliance services ensure that your fundraising process is fully compliant with applicable laws, including SEBI regulations, FEMA guidelines, Companies Act, and other statutory frameworks.

We support startups, SMEs, private limited companies, LLPs, and listed/unlisted entities with end-to-end capital raising compliance and regulatory filings to secure funding safely and legally.

 

🌐 Our Capital & Fundraising Compliance Scope of Work

Our Capital & Fundraising Compliance services include but are not limited to the following:

🔹 Pre-Fundraising Advisory

• Assessment of capital structure

• Shareholding pattern analysis

• Advising on fundraising instruments: Equity, CCPS, CCD, Debentures, SAFE Notes, etc.

• Selection of appropriate fundraising routes: Private Placement, Rights Issue, ESOPs, Preferential Allotment, etc.

🔹 Regulatory Compliance & Legal Drafting

• Preparation of necessary board & shareholder resolutions

• Drafting of Term Sheets, Share Subscription Agreements (SSA), Shareholders’ Agreements (SHA)

• Filing PAS-3, MGT-14, SH-7 and other ROC forms

• FEMA compliance including FCGPR/FC-TRS forms for foreign investment

🔹 Valuation & Certification

• Coordination with registered valuers for valuation reports

• Issuance of CA/CS certificates for allotment and compliance

🔹 Post-Funding Compliance

• Issue and stamping of share certificates

• Updating statutory registers

• RBI/SEBI reporting and filings

• Maintaining investor compliance track record

🔹 Ongoing Fundraising Compliance Support

• Periodic cap-table maintenance

• Due diligence data room setup

• ESOP scheme administration

• Annual regulatory review

 

📈 Capital & Fundraising Compliance Process

We follow a structured approach to ensure compliance at every stage of your fundraising:

• Initial Consultation
  Understand fundraising objectives, investor details, and company structure.

• Documentation & Planning
  Draft key documents such as Term Sheet, SHA, SSA, and create a compliance roadmap.

• Regulatory Due Diligence
  Review past filings, secretarial records, cap-table, and foreign investor obligations.

• Valuation & Structuring
  Obtain a valuation report from a registered valuer and finalize the issue price.

• Approvals & Filings
  Pass board and shareholder resolutions. File ROC forms (PAS-3, MGT-14, etc.)

• Investor Onboarding
  Manage KYC collection, fund transfer compliance, and share allotment.

• Post-Allotment Compliance
  Issue share certificates, update registers, file FCGPR or FC-TRS (if applicable).

• Ongoing Support
  Provide continuous compliance updates, ESOP handling, investor reporting.

 

💼 Who Should Use Our Capital & Fundraising Compliance Services?

• Startups raising angel, seed, or venture capital

• MSMEs and private companies seeking private placement

• Indian companies receiving foreign direct investment (FDI)

• Businesses issuing ESOPs or convertible instruments

• Companies looking to maintain long-term investor compliance

 

📌 Why Choose Us for Capital & Fundraising Compliance?

✅ Dedicated team of Company Secretaries, Chartered Accountants & Legal Experts
✅ 100% accurate documentation and ROC/RBI filings
✅ Support for both Indian and foreign fundraising
✅ End-to-end handholding from pre-funding to post-allotment
✅ Transparent pricing and timely service delivery

 

❓ Frequently Asked Questions (FAQs) – Capital & Fundraising Compliance

1. What is Capital & Fundraising Compliance?

Capital & Fundraising Compliance refers to legal and regulatory processes companies must follow while raising capital to ensure adherence to SEBI, RBI, MCA, and FEMA guidelines.

2. Why is fundraising compliance important?

It helps avoid legal penalties, ensures investor protection, and builds credibility with institutional and international investors.

3. What documents are needed for capital raising compliance?

Term Sheet, Shareholders Agreement (SHA), Board Resolutions, Valuation Report, ROC forms (PAS-3, MGT-14), Share Certificates, and FEMA filings (if FDI involved).

4. What is PAS-3 and when is it filed?

PAS-3 is a form filed with the Registrar of Companies (ROC) to report the allotment of shares. It must be filed within 15 days of allotment.

5. Do I need a valuation report for raising funds?

Yes, for issuing shares under preferential allotment, especially when FDI is involved, valuation by a registered valuer is mandatory.

6. What are FEMA compliance requirements for foreign funding?

Filing FCGPR/FC-TRS forms with RBI, pricing guidelines adherence, and reporting under FIRMS portal.

7. Is ROC filing mandatory for each fundraising round?

Yes. Each fundraising event involving new share allotment or change in capital requires specific ROC filings.

8. What is the timeline for completing fundraising compliance?

Typically 2–3 weeks from document preparation to post-allotment filings, subject to readiness of investor and valuation documents.

9. Can a startup issue convertible debentures or preference shares?

Yes, with appropriate shareholder approval and compliance with Companies Act and FEMA rules (for foreign investors).

10. What is a Share Subscription Agreement (SSA)?

It is a legal contract outlining terms and conditions between the investor and company for subscription of shares.

11. Is ESOP issuance also part of fundraising compliance?

Yes. Issuing ESOPs requires board/shareholder approval, drafting of ESOP policy, and ROC compliance.

12. Can I raise capital from an NRI or foreign investor?

Yes, but FEMA and RBI guidelines must be strictly followed including pricing norms and FDI reporting.

13. Do I need to maintain a cap table?

Yes, a clean and updated capitalization table is vital for investor clarity and due diligence.

14. What penalties apply for non-compliance in capital raising?

Penalties include fines under Companies Act, disqualification of directors, invalidation of capital raised, and RBI action for FEMA violations.

15. Can you help in due diligence for investors?

Yes, we assist in setting up investor data rooms, document verification, and legal/statutory due diligence.