Difference between equity, preference, debentures and convertible notes

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Verified Compliance Content: This guide has been technically reviewed and verified for accuracy by our panel of Chartered Accountants (CA) and Company Secretaries (CS) to ensure it meets 2026 regulatory standards.

All about raising funds by issuing equity shares, preference shares, convertible notes and compulsorily convertible debentures

Instruments convertible at future valuation

If you do not want to decide on valuation right away you can issue instruments like CCD and Convertible notes which will be converted into equity at a later date valuation. This is ideal for startups raising seed or angel rounds. You do not have to worry about the valuation and you can value when you raise next big round

 

Convertible Notes

Compulsorily Convertible Debentures

Optionally convertible Preference Shares

Who can issue

  • Should be a Private Limited company and
  • Should be registered under startup India Scheme
  • Should be a Private Limited company and
  • Should be a Private Limited company and

Other Conditions

Minimum amount of Rs 25 Lakhs to be raised from 1 investor in 1 tranche

No minimum amount

No minimum amount

Valuation report requirement

Valuation report not required

Valuation report required

Valuation report required

Separate Bank Account

Not required to open a separate bank account

Separate bank account needs to opened

Separate bank account needs to opened

Time Taken

3 Days

15 days

15 days

Paper Work and Process

This is the simplest way to raise the funds. Founders do not have to worry about the valuation. The value is decided in the next round and the investors

  • A simple 2 pager agreement about the terms of conversion. You can download the sample CN agreement here.
  • Filing MGT 14 with MCA

This is a bit long process and requires more documentation. Steps:

  • Valuation report from a registered valuer report
  • Shareholders agreement
  • Filing MGT 14
  • Sending offer letters to investors
  • Conducting EOGM
  • Allotting the shares

This is a bit long process and requires more documentation. Steps:

  • Valuation report from a registered valuer report
  • Shareholders agreement
  • Filing MGT 14
  • Sending offer letters to investors
  • Conducting EOGM
  • Allotting the shares

Our Comments – Convertible notes is the simplest and best option. It is similar to I safe notes used by Y combinator is USA. Investor are a bit apprehensive about this as it is fairly a new concept in India

Instruments when the valuation is already decided

If the founders and investors have already agreed on a value then you can issue equity shares, compulsorily convertible preference shares or CCD

 

Equity Shares

Compulsorily Convertible Debentures

Optionally convertible Preference Shares

Who can issue

  • Should be a Private Limited company
  • Should be a Private Limited company and
  • Should be a Private Limited company and

Valuation report requirement

Valuation report required

Valuation report required

Valuation report required

Separate Bank Account

 

Separate bank account needs to opened

Separate bank account needs to opened

Separate bank account needs to opened

Time Taken

15 Days

15 days

15 days

Paper Work and Process

This is a bit long process and requires some documentation. Steps:

  • Valuation report from a registered valuer report
  • Shareholder’s agreement
  • Filing MGT 14
  • Sending offer letters to investors
  • Conducting EOGM
  • Allotting the shares

This is a bit long process and requires some documentation. Steps:

  • Valuation report from a registered valuer report
  • Shareholder’s agreement
  • Filing MGT 14
  • Sending offer letters to investors
  • Conducting EOGM
  • Allotting the shares

This is a bit long process and requires some documentation. Steps:

  • Valuation report from a registered valuer report
  • Shareholder’s agreement
  • Filing MGT 14
  • Sending offer letters to investors
  • Conducting EOGM
  • Allotting the shares

Our comments – Investors generally ask for CCPS as they have the forst right over the assets incase company liquidates. Its beneficial for startups as well as the preference share holders and CCD holders do not need to be called to EOGM.

About Rohit Lohade

Rohit Lohade is a Chartered Accountant with 15+ years of experience. He has assisted more than 300 Gobal Companies with India Entry Strategy

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