How to Collect funds from shareholders without increasing capital



Hi, I have just created a PRIVATE LIMITED company in india with Rs. 100000 as capital.
We are 8 co-founders.
we have decided to collect rs 15 L to invest, with different shareholding ratio’s .
Our CS said that , He will charge around 80000 rs to create a 15 L capital Company, so we decided to create a company with only 1 L as capital to reduce our company creation cost.
I have opened an account and collected the ratio amount (e.g. Rs 10000 cheque from a 10% shareholder).
So we have distributed the shares in ratio .
Now I have to collect more money from shareholders for further expences.
Please guide me how to show that collected amount of rest 14 Lakhs in my new company accounts, so that i will not bound to return that amount, because all members are agree to invest on their own risk.
We all agree to invest all 15 lacs in new comapany for all lifetime, no matters the company will be in profit or loss.

Hope you will understand my issue, please guide me ASAP.


Hii Narayan Sharma,

There are 2 ways where you can raise funds without incurruing MCA fee of Rs.80,000/-. But remind you that these ways will postpone your payment of registration fee to MCA for short funds. Being start-ups we face the cash crunch initially, so we cannot go to pay such registration fee. So we can go for other sources of funds instead of raising our Share Capital. But as the time goes I`am hoping that your business can expand its horizon and fund the same.

Amount received from a person in a single tranche of Rs.25 Lakhs:
In order to make it easier for startups to secure funding, the government has exempted any advance of more than Rs.25 lakh to a startup from being treated as deposit provided that the person giving the money does it in the form of convertible note.

A convertible note means an instrument either converted into equity or repaid within five years from the date of funding.

So under this option you can raise funds from a person at one shot without following any compliance with respect to Companies Act. However, you need to convert the fund raised into Equity shares or refund it after 5 years. So you have 5 years to expand your business and then you can handle situation.

Attached link:

Loan from Director`s
A private company can accept unsecured loans from its director and relative of Director provided that relative of director from whom money is received, furnishes to the company at the time of giving the money, a declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others and the company shall disclose the details of money so accepted in the Board’s report.

Thus i hope that the co-founders are also the directors of the company. Then you can give loan to the company. But ensure that the loan you are giving to the company is from own funds (Savings from past accumulated income) and not from borrowed funds.

This loan can be later converted into Equity Share capital whenever you are sufficient with funds so that it wont interfere for the smooth functioning of your business.

Attached Link:

If you want to raise the funds through Share Capital only, then the above two options can be taken. Otherwise you can raise Loans from Director`s & their relatives / convertible note (during Start-up only)

A Lakshmi Supriya
Chartered Accountant, Company Secretary