Preference Financing
Preference Financing
Preference financing sits between equity and debt. It lets companies raise capital without giving full ownership rights to investors — while offering those investors special preferences like priority returns, priority repayment, and convertible options. For startups and growing companies, preference shares are a smart way to raise funds with more flexibility than pure equity.
We help founders structure, document, and comply with all regulations around preference financing, so the round stays clean and investor-friendly.
What is Preference Financing?
Preference financing means raising money by issuing preference shares or preference-linked instruments that offer certain advantages over equity shares.
Common instruments include:
CCPS (Compulsorily Convertible Preference Shares)
OCPS (Optionally Convertible Preference Shares)
RPS (Redeemable Preference Shares)
CCDs (Compulsorily Convertible Debentures – often used like preference)
These instruments let investors enjoy priority rights, while founders retain more control.
Why companies choose preference financing
Less dilution compared to straight equity
Investors get comfort through priority rights
Flexible conversion and repayment terms
Helps negotiate better valuations
Can be structured investor-friendly without losing control
Preferred by many VCs, angels, and PE firms
Key features of preference shares
Dividend preference
Preference shareholders get dividends before equity holders.Liquidation preference
In case of exit or wind-up, they recover before equity shareholders.Convertible rights
Can convert into equity after a certain period or on specific events.Redemption
Some types can be redeemed by the company as per terms.Voting rights
Typically limited unless conversion happens.
What we assist with
1. Choosing the right instrument
CCPS vs CCDs vs RPS
Conversion vs redemption structure
Voting, dividend, and liquidation terms
Founder-friendly dilution planning
2. Valuation & Pricing Compliance
Share price calculation and valuation
FEMA pricing guidelines for foreign investors
Filings and supporting documents
3. Legal Documentation
Term Sheet
Share Subscription Agreement (SSA)
Shareholders Agreement (SHA)
Conversion terms and conditions
Redemption schedule (if applicable)
4. ROC & Regulatory Filings
PAS-3, MGT-14, SH-7 filings
Share certificate issuance
Allotment resolutions
FC-GPR filings (for foreign investors)
5. Post-Funding Compliance & Support
Cap table updates
Investor reporting
ESOP alignment
Conversion event planning (for CCPS/CCDs)
Why preference financing is popular
Lower risk for investors
More control retained by founders
Works well across early-stage and growth rounds
Flexible structuring for both parties
Clean compliance trail for future funding
Documents usually required
Company incorporation documents
Valuation report
Financial statements
Shareholder list and cap table
Investor KYC
Term sheet and agreements
Bank statements and fund-proof
Board and shareholder resolutions
Our process
Understand funding goals and investor expectations
Choose the most suitable preference structure
Draft and negotiate agreements
Complete valuation and pricing compliance
File all ROC/FEMA forms and issue securities
Support ongoing investor relations and conversion events
Frequently Asked Questions
CCPS — widely accepted by VCs and meets compliance for later rounds.
Usually limited, unless conversion happens.
Yes — but FEMA pricing and FC-GPR filings are mandatory.
Depends. CCPS are equity-linked; RPS lean towards debt-like structure.
Yes, if they are redeemable preference shares (RPS), subject to the Companies Act.