A private placement is a regulated method of offering securities to a selected group of identified persons rather than making a public offer. It involves prescribed corporate approvals, investor identification, offer documentation, valuation where applicable, receipt of subscription money through permitted channels, allotment and statutory filings. CorporateWalla assists with private-placement planning, documentation, corporate resolutions, valuation coordination, allotment compliance and MCA filing support, subject to the security, investor profile and transaction structure.
Important: A private placement is not simply an investor agreement followed by a share allotment.
Common situations include:
The transaction may involve equity shares, preference shares, debentures or other permitted securities.
A private placement can involve requirements relating to:
The exact requirements depend on the security and transaction. Where the proposed issue exceeds existing authorised share capital, see the separate Authorised Capital Increase service.
The Companies Act contains restrictions on the number of persons to whom securities may be offered in a financial year under the private-placement framework, subject to statutory exclusions and the rules applicable to the particular security.
No single simplified numerical limit applies to every private placement. The limit should be checked against:
A private placement should not be marketed or advertised to the public in a manner inconsistent with Section 42.
Examples of risky practices can include:
The communication strategy should be reviewed before approaching investors.
If the investor is a non-resident, additional FEMA/FDI requirements may apply. Review:
A domestic Companies Act compliance checklist is not sufficient for a cross-border issue. See FEMA Compliance.
A preferential issue is a specific method of issuing securities to selected persons under the Companies Act and may interact with the private-placement framework.
The documentation should identify the correct legal route rather than using “private placement” as a generic label for every selected-investor share issue.
Private-placement pricing is scope-based. Factors include:
Government fees, valuation fees, legal costs and other third-party charges are separately identified.
Private placement has statutory process requirements.
The required approvals should be completed before allotment.
Payment-channel requirements must be followed.
The offer structure should be checked against the applicable statutory limit and exclusions.
Private placement should not be conducted as an unrestricted public solicitation.
Valuation may be required under Companies Act, FEMA, tax or other rules.
The return of allotment is a separate statutory filing.
The company needs sufficient authorised capital for the proposed allotment.
Foreign investors require separate cross-border analysis.
The timeline depends on:
There is no universal 3-day or 7-day funding completion period.
Pick the speed and depth that matches your need. Same quality, same CA team — only the timeline changes.
Timeline: Quoted on security type and number of investors
Timeline: Quoted on investors, valuation and filings
Timeline: Quoted on FEMA, convertibles and document review
Government fee — paid by you at actuals
Government fees, valuation fees, legal costs and other third-party charges are identified separately from the professional fee.
Every price above is a professional fee, excluding GST and government charges. 50% on delivery.
Private-placement fees are quoted on scope because the work depends on the security type, number of investors, resident/non-resident investors, valuation, offer documentation, approvals, PAS filings and FEMA reporting. Government fees, valuation fees, legal costs and other third-party charges are separate.
Determine the security, number of securities, issue price, face value, premium, investor identity, resident/non-resident status, conversion terms where applicable, existing authorised capital and existing shareholding.
If the proposed issue exceeds the company's existing authorised share capital, increase authorised capital before completing the relevant allotment, where required.
Where valuation is required, obtain an appropriate valuation report from the prescribed professional. Requirements can differ by security, company, investor, transaction type, tax law and FEMA/FDI, so do not use one generic valuation report for every transaction without checking the applicable law.
The board considers the proposed issue, investor list, issue price, offer terms, draft offer documents, general meeting proposal and other transaction terms.
Private placement generally requires the applicable shareholder approval under Section 42 and related provisions. The resolution should specify the relevant terms and security details required by law.
The company must use the prescribed private-placement offer/application process. The offer should be made only to identified persons and should not be marketed as a public offer.
Private-placement subscription money must be received through the permitted banking mechanism and handled in accordance with the Companies Act/rules. Do not mix private-placement subscription funds with unrelated transactions in a way that breaches the statutory requirements.
Complete allotment within the applicable statutory timeline after receipt of subscription money. If allotment is not completed within the prescribed period, the consequences under the Companies Act/rules must be evaluated.
The company must complete the applicable PAS-3 return-of-allotment filing within the statutory period, subject to the current form and transaction.
Update the Register of Members, capitalisation table, share certificates/demat records, board/shareholder records, beneficial ownership information where applicable, financial records and other statutory registers.
Tell us your requirement, a CA will call you in 30 minutes.
The security, investors, issue price, conversion terms and authorised capital are reviewed so the correct legal route is selected before documentation is prepared.
Board and shareholder resolutions and the prescribed private-placement offer/application documents are prepared for identified persons.
Where valuation is required, an appropriate report is obtained from the prescribed professional for the specific security, investor and transaction.
Subscription money, allotment timelines and the PAS-3 return of allotment are handled, and the Register of Members and statutory records are updated.
Custom quote • Scope-based
View details →
Custom quote • Scope-based
View details →
Custom quote • Scope-based
View details →
From ₹4,999 • 7–15 days (indicative)
View details →
From ₹3,499 • 5–15 days (indicative)
View details →
From ₹999 • 5–10 days (indicative)
View details →
From ₹2,999 • Annual
View details →
From ₹4,999 • 15–30 days (indicative)
View details →
