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Private Placement – Equity and Preference Shares

Practice — Fund Raising

Private placement — equity and preference shares.

Raising capital is a big step, and the paperwork can get complicated. Whether you're issuing Equity Shares to co-founders or CCPS to investors, we're your single point of contact for valuation, filings, and agreements.

Quick answer

Most Indian startups use CCPS, not Equity Shares, for their Seed and Pre-Series A rounds. CCPS gives investors no voting rights until conversion and priority payout if the company is sold — protecting founder control while still giving investors downside protection. Equity Shares are better suited to co-founders and team members who own the company alongside you.

Choosing the right instrument

Equity or CCPS — which one should you choose?

In India, most startups use CCPS for early funding rounds because it protects the founder's control.

Feature Equity Shares CCPS (the investor standard)
Voting rights Investors get immediate voting rights on all company matters No voting rights until conversion to equity — keeps founders in control
When to use Best for co-founders or team members who own the company with you Best for Seed and Pre-Series A rounds with outside investors
Payouts These shareholders are last to get paid if the company is sold Priority payout — investors get their money back before equity holders
Future They stay as equity shares forever Automatically convert to Equity Shares later, usually at Series A
Staying legal

What is required to start.

To stay compliant under the Companies Act, we make sure you have these five things ready before the round closes.

The investor list

You can offer shares to a maximum of 200 people in a year under the private placement route.

Valuation report

A Registered Valuer must sign a report to fix the share price before the offer goes out.

New bank account

You must open a separate bank account just to receive this investment money.

No public ads

You cannot advertise the share issue on social media or in the news — it must remain private.

Updated filings

Your company must be up to date with its regular ROC and tax filings before the round closes.

Typical timeline

Usually 4 to 5 weeks from start to finish.

Valuation & approvals 10–15 days Registered Valuer report + board/shareholder resolutions
Offer & getting funds 10 days Depends on investor timelines
Allotment & final filings 5–7 days PAS-3 and share certificates
Total time 4–5 weeks From start to finish
Our process

The six steps we handle for you.

Instead of you coordinating three different firms, our team manages the whole flow.

01

Price & terms

Our CAs do the valuation, and our lawyers draft the Shareholders Agreement (SHA) so your rights are protected.

02

Approvals

Our CS team prepares the board and shareholder resolutions needed to approve the new shares.

03

The offer

We send out the formal Offer Letter (PAS-4) to your investors and keep the official records (PAS-5).

04

Money transfer

You receive the funds from investors into your dedicated bank account.

05

Allotment

Once the money is in, we hold a board meeting within 60 days to officially allot the shares to investors.

06

Final paperwork

We file the Return of Allotment (PAS-3) with the ROC and hand over stamped Share Certificates.

Indicative pricing

How much does it cost?

Starting price

The cost for private placement depends on the number of shareholders involved. It starts from ₹20,000, for up to 10 shareholders.

Frequently asked questions

Common questions about private placement.

Why do most startups issue CCPS instead of Equity Shares to investors?

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CCPS gives investors priority payout protection and standard investor rights without handing over immediate voting control — which is why it's the default instrument for Seed and Pre-Series A rounds in India.

Is there a limit on how many investors we can raise from?

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Yes — under the private placement route, you can offer shares to a maximum of 200 people in a financial year. Beyond that, different regulatory routes apply.

Can we advertise that we're raising a round?

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No. Private placement specifically prohibits public advertising of the share issue — on social media, in the news, or otherwise. The offer must be made privately to identified investors only.

How long do we have to allot shares after receiving the money?

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You must hold a board meeting and allot the shares within 60 days of receiving the funds. Missing this window creates compliance issues that are best avoided entirely.

Does the cost change based on how many investors are in the round?

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Yes. Our pricing starts from ₹20,000 for up to 10 shareholders and scales based on the number of investors and complexity of the round — we'll give you an exact quote after understanding your specific structure.

Ready to close your funding round?

Schedule a no-obligation discovery call. We'll help you choose between Equity and CCPS, and get the paperwork moving.

Schedule a consultation Write to rohit@krprassociates.com
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