Fundraising Compliance Advisory

Raising money is a legal event, not just a bank transfer. Every funding round triggers a set of company-law and FEMA filings that have to be done on tight deadlines — and the cleanest cap tables are the ones where that work was treated as part of closing the round. We handle the full compliance layer of a raise, from the board approvals through to the post-allotment filings, so your next round's due diligence finds nothing to flag.

What fundraising compliance covers

Choosing and documenting the instrument

CCPS, CCDs or an iSAFE structure, issued correctly under Indian law. See our guide on CCPS vs CCD vs SAFE notes.

Board and shareholder approvals

The resolutions for the share issue, the ESOP pool and any Articles amendment, filed in MGT-14 on time.

The allotment

Valuation report, share allotment, PAS-3 return of allotment, share certificates and updated statutory registers.

The raise mechanism

Rights issue, preferential allotment or private placement, run correctly. See picking the right raise mechanism.

FEMA reporting

FC-GPR within 30 days of allotment when a foreign investor is involved. Use our FEMA Compliance Calculator to check your obligations.

The data room

The secretarial records investor due diligence will ask for.

Why it matters

Missed post-round filings are the most common reason a Series B is delayed — an unrecorded allotment or an informal ESOP pool surfaces in due diligence and has to be cleaned up under deadline pressure. Our guide to the 12 compliance filings Series A startups forget sets out exactly what slips. Getting it right the first time is far cheaper than a clean-up.

Who this is for

Founders closing an angel, seed or Series A round; companies issuing ESOPs alongside a raise; and startups preparing a data room for their next round. If your investor is overseas, this pairs with our FEMA and FC-GPR work.

How the process works

Structure and instrument

We confirm the right instrument — CCPS, CCDs or iSAFE — and document it correctly under Indian law before any resolutions are passed.

Board and shareholder resolutions

We draft and file the share issue resolution, any Articles amendment, and the ESOP pool resolution in MGT-14 within the 30-day window.

Allotment and PAS-3

We coordinate the valuation report, run the allotment, file PAS-3 with the ROC, issue share certificates and update the statutory registers.

FC-GPR for foreign investors

Where the round includes a non-resident, we prepare and file FC-GPR with the RBI via the FIRMS portal within 30 days of allotment.

Data room handover

We compile the complete secretarial record — minutes, registers, filings and certificates — so your data room is ready for the next round's due diligence.

Frequently asked questions

What compliances are needed after raising funds?+

PAS-3 for the allotment, FC-GPR for any foreign investment, MGT-14 for the special resolutions, SH-7 if authorised capital increased, DIR-12 for an investor's nominee director, share certificates, updated statutory registers and the ESOP scheme resolution — most on a 30-day clock from allotment.

Do I need a valuation report for a funding round?+

Yes, for a preferential allotment or a private placement the issue price must be supported by a registered-valuer report. A rights issue to existing shareholders does not require one.

What is PAS-3?+

PAS-3 is the return of allotment filed with the Registrar within 30 days of allotting shares to investors. It records the new cap table with the MCA.

When is FC-GPR required in a funding round?+

Whenever shares are allotted to a non-resident investor. The company files FC-GPR with the RBI within 30 days of the allotment.

Plan your round's compliance

If you have a round closing, get in touch and we will build the compliance checklist into your closing timeline.

Ready to close your round cleanly?

Talk to a practising Company Secretary who has handled fundraising compliance from angel to Series A. Get the filings right the first time.

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