Startup Services · CCD Issuance

Issuance of CCD raise bridge or growth capital via compulsorily convertible debentures.

Compulsorily Convertible Debentures combine the flexibility of debt with a guaranteed conversion into equity, making them a popular bridge-round and growth-capital instrument — provided the conversion terms, pricing, and regulatory filings are structured correctly.

A CCD is a debenture that must convert into equity shares of the company on a specified date or event, rather than being redeemed in cash. Because CCDs are treated as debt until conversion, they allow companies to raise capital quickly — often as a bridge to a priced equity round — while giving investors a defined path to equity ownership.

CCDs are issued under Sections 71 and 42 of the Companies Act 2013, similarly to other debentures, but the conversion terms — ratio, trigger event, and pricing — must be built into the debenture trust deed or subscription agreement at issuance. Where the investor is a foreign entity, RBI's regulations require that CCDs convert within a maximum tenure and follow FEMA pricing norms.

At Beyonte Compliances, we help companies structure the CCD terms, prepare the subscription documentation, manage the private placement compliance, and handle the eventual conversion into equity, including the resulting ROC and RBI filings.

What Our CCD Issuance Service Covers

Instrument Structuring

Structuring the CCD terms — coupon, tenure, conversion ratio, and conversion trigger — in line with investor negotiations.

Board & Shareholder Approval

Preparing resolutions for board approval and shareholder approval for the borrowing and issue of CCDs.

Subscription Documentation

Drafting the CCD subscription agreement recording the commercial and conversion terms agreed with the investor.

Private Placement Compliance

Managing the Section 42 process for the CCD issue, including the offer letter in Form PAS-4.

FEMA Pricing Compliance

Ensuring the CCD pricing and conversion mechanics meet FEMA requirements where issued to a foreign investor.

Allotment & PAS-3 Filing

Filing Form PAS-3 with the Registrar of Companies within 30 days of allotment of the CCDs.

FC-GPR Filing

Filing Form FC-GPR with the RBI for CCDs allotted to foreign investors, within the applicable timeline.

Conversion Management

Managing conversion of the CCDs into equity shares on the trigger date or event, and the resulting filings and register updates.

Our Process

Term Structuring

Agreeing the CCD tenure, coupon, and conversion mechanics with the investor.

Approvals

Obtaining board and shareholder approval for the borrowing and issue of CCDs.

Documentation & Allotment

Finalising the subscription agreement and allotting the CCDs to the investor.

Regulatory Filings

Filing PAS-3 with the ROC and FC-GPR with the RBI, as applicable.

Conversion to Equity

Converting the CCDs into equity shares on the agreed trigger and completing the resulting filings.

Why It Matters

✓Fast route to raise bridge capital ahead of a priced equity round

✓Guaranteed conversion terms give investors clarity on eventual equity stake

✓FEMA-compliant pricing for foreign investors avoids RBI compounding risk

✓Correct classification as debt until conversion supports balance sheet planning

✓Full Section 42 compliance reduces regulatory risk on the issue

✓Well-drafted conversion mechanics prevent disputes at the priced round

✓Timely FC-GPR and PAS-3 filings keep the company's compliance record clean

✓End-to-end support from structuring through to conversion into equity

Frequently Asked Questions

A CCD is a debt instrument that converts into equity, and is generally used for shorter-tenure bridge financing with interest accruing until conversion. A CCPS is a class of preference share that converts into equity, typically used for priced venture capital rounds with preferential rights over dividend and liquidation.

Under FEMA regulations, CCDs issued to a foreign investor must convert into equity within a prescribed maximum period from the date of issue; the exact permissible tenure should be confirmed against the current RBI regulations at the time of issue.

Yes, CCDs typically carry a coupon or interest rate that accrues (and is either paid periodically or accrued for payment) until the debenture converts into equity shares, as agreed in the subscription documentation.

A valuation report is generally required to support the conversion pricing, particularly where the investor is a foreign entity, to ensure compliance with FEMA pricing guidelines applicable at the time of conversion.

Raise bridge capital through a compliant CCD issue.

Talk to our team about structuring, documenting, and converting your company's CCDs.