Route 1: Resident investor
CCDs issued to Indian investors by private placement.
- Special resolution and PAS-4 offer
- Allotment within 60 days of money received
- File PAS-3 and MGT-14
Issue of CCD
Issue compulsorily convertible debentures - debt today, equity tomorrow.
Compulsorily Convertible Debentures let you raise funds as debt that must convert into equity later. Issued on a private-placement basis, they need PAS-4 and PAS-5, board and special-resolution approval, a valuation, and filing of PAS-3 and MGT-14 - and FC-GPR if the investor is a non-resident.
Qualified CA / CS partners21-30 working daysBest for: Startups and companies raising convertible funding
Starting at
₹29,999
CCD
Startups and companies raising convertible funding
Private placement offer (PAS-4)
Valuation & special resolution
PAS-3 and MGT-14 filing
FC-GPR for non-resident investors
Timeline
21-30 working days
What it is
CCD, explained in plain English.
A Compulsorily Convertible Debenture (CCD) is a hybrid instrument that begins as debt and compulsorily converts into equity shares at a pre-agreed time or trigger. Under FEMA, CCDs are treated as equity instruments, making them a popular FDI-compliant route for foreign investors. The issue is made by private placement under Section 42, requiring a board resolution, a special resolution, a private placement offer letter in Form PAS-4, maintenance of PAS-5 records, a valuation of the conversion terms, allotment within 60 days of receiving money, and filing of Form PAS-3 and MGT-14 with the ROC.
TL;DR
CCDs raise debt that must convert to equity. Issue by private placement with PAS-4, a special resolution and valuation, then file PAS-3 and MGT-14 - and FC-GPR if foreign.
Key terms
The vocabulary you'll see on the portal.
CCD
A debenture that compulsorily converts into equity shares.
Private placement
An offer of securities to a select group under Section 42.
PAS-4
The private placement offer-cum-application letter.
PAS-3
The return of allotment filed within 15 days of allotment.
MGT-14
Filed for the special resolution authorising the issue.
Routes & scenarios
Match the situation to the right fix.
Route 2: Non-resident investor
CCDs issued to a foreign investor as an FDI-compliant instrument.
- Pricing per FEMA valuation norms
- Receipt of funds through banking channels
- File FC-GPR within 30 days on FIRMS
The process
CCD - from kickoff to confirmation.
01
Structure
We finalise the conversion terms, tenure and pricing, and obtain the valuation report.
02
Approve
We draft the board and special resolutions and the PAS-4 offer letter, and maintain PAS-5 records.
03
Allot
After funds are received in a separate bank account, we allot within 60 days and file PAS-3 and MGT-14.
04
Report
For non-resident investors, we file FC-GPR on the FIRMS portal within 30 days of allotment.
Documents required
What we'll need from you.
Upload via our secure portal. We pre-check every scan before filing - cuts portal rejections by ~90%.
Board and special resolution
PAS-4 offer letter and PAS-5 record
Valuation report for conversion terms
List of allottees and subscription details
Bank statement evidencing receipt
Company CIN, MOA and AOA
FIRC and KYC (for non-resident investors)
CCD FAQ
Common questions, answered by partners.
Still unsure if CCD is right for your case? Book a free 20-minute consult - a senior CA / CS will walk you through your specifics.
Still have questions?
Book a free 20-minute consult with a senior partner - we'll walk through your case and outline next steps.
Talk to a partner →Under FEMA, compulsorily convertible instruments are treated as equity, so CCDs offer foreign investors a downside-protected, FDI-compliant way to invest that must ultimately convert into shares rather than remain as debt.
Ready when you are
Let's get your CCD sorted this week.
A senior CA / CS will get on a call with you, confirm scope and start the work - usually within 24 hours.