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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

  1. Understand funding goals and investor expectations

  2. Choose the most suitable preference structure

  3. Draft and negotiate agreements

  4. Complete valuation and pricing compliance

  5. File all ROC/FEMA forms and issue securities

  6. 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.