Startup Services · Private Equity

Private Equity Fundraising structure and close your funding round with confidence.

Raising capital from private equity or venture capital investors involves far more than agreeing a valuation — it requires structuring the round, negotiating investor rights, and completing the securities law and Companies Act compliances that make the investment legally binding.

A private equity or venture capital round typically involves a company issuing fresh shares (equity or preference) to institutional or professional investors in exchange for growth capital, in return for which investors negotiate rights around board representation, information access, anti-dilution, and exit. Getting the legal structuring right at each round protects both the company and the investor, and keeps the cap table clean for subsequent rounds.

Most private equity rounds in India are executed as a preferential allotment or private placement under Sections 42 and 62(1)(c) of the Companies Act 2013, supported by a term sheet, share subscription agreement, and shareholders' agreement that record the commercial and governance terms agreed between the parties.

At Beyonte Compliances, we support companies through the fundraising process — from term sheet review and structuring the round, through to due diligence coordination, drafting and vetting transaction documents, and completing the statutory filings needed to close the round.

What Our Private Equity Service Covers

Round Structuring

Advising on the appropriate instrument — equity, CCPS, or convertible notes — and round structure based on the company's stage and investor requirements.

Term Sheet Review

Reviewing the investor term sheet and flagging governance, economic, and exit terms that need negotiation before signing.

Due Diligence Support

Coordinating the legal and compliance due diligence process, preparing the data room, and resolving red flags identified by investor counsel.

Transaction Documentation

Drafting and reviewing the share subscription agreement and shareholders' agreement recording the terms of investment.

Private Placement Compliance

Managing the Section 42 private placement process, including the offer letter (PAS-4) and private placement offer cum application form.

Board & Shareholder Approvals

Preparing the resolutions required to approve the round, amend the articles, and authorise allotment of securities to investors.

Allotment & ROC Filings

Filing PAS-3 for allotment and any other filings triggered by the investment, such as changes to the capital structure.

Post-Closing Compliance

Updating statutory registers, issuing share certificates, and ensuring board composition and governance changes agreed in the round are implemented.

Our Process

Term Sheet Negotiation

Reviewing the term sheet and advising on the key commercial and governance terms before signature.

Structuring the Round

Finalising the instrument and round structure, and the resulting changes to the cap table.

Due Diligence

Coordinating responses to investor due diligence and resolving any compliance gaps identified.

Definitive Documentation

Negotiating and finalising the share subscription agreement and shareholders' agreement.

Closing & Filings

Passing the necessary resolutions, allotting securities, and completing all ROC filings to close the round.

Why It Matters

✓Round structured on terms that protect founder control where possible

✓Full Section 42 private placement compliance reduces regulatory risk

✓Clean due diligence process builds investor confidence and speeds closing

✓Well-negotiated shareholders' agreement avoids governance disputes later

✓Accurate cap table maintained through every round

✓Correct ROC filings prevent penalties and keep the company fundable

✓Reduces risk of deal delays caused by compliance gaps

✓Experienced support across the full funding lifecycle, not just documentation

Frequently Asked Questions

In most cases, yes — an issue of securities to a select group of investors (not the general public) is treated as a private placement and must follow the Section 42 process, including the offer letter and application form in Form PAS-4.

A private placement offer can be made to a maximum of 200 persons in a financial year (excluding qualified institutional buyers and employees under an ESOP scheme), across all types of securities combined.

Often yes — most shareholders' agreements require corresponding rights (such as board nomination, information rights, or anti-dilution) to be reflected in the articles for them to be enforceable against the company.

Timelines vary widely, but after the term sheet is signed, due diligence, documentation negotiation, and statutory compliance typically take four to ten weeks depending on the complexity of the round.

Close your next funding round with clean compliance.

Talk to our team about structuring, documenting, and closing your private equity round.