• Convertible debenture or note

Hi,

We are a private limited company who just started our operations. We have raised some funds from friends and family in India. Have few questions on how to get it in the bank legally:

1) Can we issue Convertible Debenture/ Note for same ( we dont want to get into valuations right now. Offering a discount to first funding round)

2) Which instrument out of the two is best?

3) Can we take money from them individually or they need to formulate a company for it? Also, how do we get that money in? Please help with procedure

4) Do I need to increase share capital also for it? 

5) Where can I get legal contracting done for same?
Asked 7 years ago in Business Law

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7 Answers

 private  limited  company can also issue shares on private placement basis or preferential allotment basis to people other than promoters.

 

2) it can issue Preference shares  at pre-determined dividend rate.

 

3) Equity shares, fully convertible debentures, partly convertible debentures and any other securities convertible into equity shares at a later date can be issued on a preferential basis. The preferential allotment can be made for cash or a consideration other than cash. A company can issue shares on preferential basis to its promoters, other companies, venture capitalists, angel investors, etc. for raising funds as required by it.

 

4) you can take money individually from them 

 

5) you can engage a local lawyer for drafting of issue of convertible debentures 

Ajay Sethi
Advocate, Mumbai
99775 Answers
8145 Consultations

1.You can issue convertible debentures Provided that the issue of debentures with an option to convert such debentures into shares shall be approved by a special resolution passed by the shareholders in a duly convened general meeting of the company. 

As per notification of 2016, Start-up Companies can now issue convertible notes (convertible or repayable within 5 years of issue) for over 25 lakhs received from a person in one tranche.

Convertible notes can be issued by companies  by private limited company who are recognized as start-up up to five years from the date of its incorporation if its turnover for any of the financial years has not exceeded Rs.25 crore, and is works towards innovation, development, deployment or commercialization of new products, processes or services driven by technology or intellectual property.

 

2. It's solely depends on the size of your company.

3. You can take the money individually.

4. Yes.

5. Feel free to contact me for any legal assistance in this matter.

 

Regards.

Siddharth Jain
Advocate, New Delhi
6617 Answers
102 Consultations

Yes you can issue. Both are good depending on your convenience. Debentures can be issued to individual. If you want you can increase SC. For contracting you need to hire an advocate 

Prashant Nayak
Advocate, Mumbai
34514 Answers
249 Consultations

Where company is registered In India or outside India ?

Yogendra Singh Rajawat
Advocate, Jaipur
23079 Answers
31 Consultations

Hi,

The lender to the company may not be a company himself, rather he may be an individual. But, for the transaction, you may not increase the share capital, but reflect them in operational expenses. Further, the keep the things smooth, the contract is necessary on both the ends. 

Ganesh Singh
Advocate, New Delhi
7169 Answers
16 Consultations

Plz check the latest ordinance promulgated by Govt regarding acceptance of deposits from specified and non specified entities 

 

Yusuf Rampurawala
Advocate, Mumbai
7899 Answers
79 Consultations

1. The preferred investment shall be CCD;  CCD or Compulsory Convertible Debenture is a familiar term for most promoters and investors in the start-up ecosystem as it basically means an instrument issued by a portfolio company in the form of debt against an investment and is convertible into equity shares of such company at a specified time. Once the CCD(s) are converted into equity shares, the holder of CCD(s) automatically becomes a shareholder in the company and acquires all the rights of a shareholder as prescribed under the Companies Act, 2013. 

 

2. The time limit suggests that convertible notes in India, as elsewhere, are intended to be short-term instruments for seed funding or for a bridge round, enabling note holders to either be repaid or receive equity shares at the company's subsequent equity fund-raising round.

In India, issuing convertible notes to foreign investors was always forbidden since the Reserve Bank of India (RBI) and the Ministry of Commerce and Industry (MoCI) allowed foreign direct investment (FDI) only in equity instruments or such other instruments that were considered at par with equity (compulsorily convertible preference shares/debentures, etc.).

However, with effect from January 10, 2017, the RBI has amended the Foreign Exchange (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, to allow “startups” to issue convertible notes to foreign investors.

 

3.  You can weigh all the probabilities and choose the best option that may suit your circumstances.

 

4. You may decide about it based on the prevailing circumstances but there is no hard and fast rules on it.

 

5. You can engage the services of an advocate who is well versed on the subject for all such requirements.

 

 

 

 

T Kalaiselvan
Advocate, Vellore
89977 Answers
2492 Consultations

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