Can convertible notes be issued to Indian Residents or Indian Company?

Convertible notes to Indian residents:

The concept of convertible notes was introduced in June 2016 when , the Ministry of Corporate Affairs (MCA) amended theCompanies (Acceptance of Deposits) Rules, 2014 (Rules) exempting convertible notes from the ambit of deposits, and thereby allowing recognised startups to issue convertible notes in tranches exceeding Rs25 lakhs to prospective investors, without having to comply with the slew of requirements mandated by the Rules.

The Companies Act does not specifically mention that whether it ca be issued to Indian Residents or Not. Going by that we are of the vies that the CN can be issued to Indian Residents.

Compliances when CN are issued to Indian Residents

The objective of convertible notes is to allow startups issue convertible instruments without having to go through a lot of compliances. The procedure to issue convertible notes is simple and does not involve any filing. ( No need to comply with private placement procedures)

The steps are:

  • Convene a board meeting to approve the issue of CN
  • Convene a EOGM to issue offer letter and approve CN agreement (No need to file MGT 14)
  • Issue the CN to the investors.

The advantages of CN are:

  • No private placement compliances required
  • No valuation report required
  • Optionally convertible

Accounting treatment for convertible notes:

Convertible Notes are recognised as debt in the books until they are converted or repaid.

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