FEMA Compliance

Form CN Filing – Convertible Notes to Non-Residents

  • For DPIIT-recognised startups
  • Filed within 30 days of issue
  • Transfers of notes also reported
  • AD bank follow-up
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What Is Form CN?

A startup recognised by DPIIT can raise money from foreign investors by issuing convertible notes – instruments that convert into equity later. The issue must be reported to the RBI in Form CN within 30 days.

Form CN is filed on the RBI’s FIRMS portal and reviewed by the startup’s AD bank. Transfers of convertible notes between residents and non-residents are also reported in Form CN.

Raise early funding the right way

Convertible notes reported to the RBI

  • Eligibility checked
  • FIRMS filing done
  • Conversion planned
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Who Files Form CN?

  • DPIIT-recognised startups issuing convertible notes
  • Startups raising seed funding from abroad
  • Parties transferring convertible notes across borders
  • Founders planning early-stage foreign funding

Benefits

Fast fundraising

Raise funds before fixing a valuation.

FEMA compliance

Avoid penalties for non-reporting.

Investor confidence

Investors see a clean regulatory trail.

Smooth conversion

Correct records make later conversion easier.

Documents Required

  • DPIIT recognition certificate
  • Convertible note agreement and terms
  • FIRC and KYC of the investor
  • Board resolution approving the issue
  • Declaration by the startup

Form CN Filing Process

1

Eligibility

We confirm the startup and investment amount qualify.

2

Funds received

Money received through banking channels.

3

Filing

Form CN filed within 30 days.

4

Bank review

AD bank queries answered.

5

Conversion

Equity issue later reported in FC-GPR.

Common Mistakes to Avoid

  • Not DPIIT recognised – Only recognised startups can issue convertible notes to non-residents.
  • Below the minimum amount – Each tranche must meet the minimum amount set by the rules.
  • Late reporting – Late filing needs a late submission fee.
  • Forgetting conversion reporting – Conversion into shares needs a separate filing.

Related Filings

FC-GPR

When notes convert into equity shares.

FC-TRS

When shares are transferred later.

FLA return

Annual return to the RBI.

ROC filings

Allotment filings when shares are issued.

Why Choose Vaidam Consultancy for Form CN Filing

FEMA experts

We handle RBI FIRMS filings and the supporting documents.

Clear quote upfront

You receive our fee and all charges before we begin.

On-time reporting

Filed within the RBI time limit to avoid late submission fees.

Bank coordination

We work with your AD bank until the form is approved.

Frequently Asked Questions

Who can issue convertible notes to foreign investors?

Startups recognised by DPIIT, subject to the FEMA rules.

What is the time limit for Form CN?

Within 30 days of issuing the convertible notes.

Is there a minimum investment?

Yes, a minimum amount applies per tranche under the rules.

Are transfers of convertible notes reported?

Yes. Transfers between residents and non-residents are also reported in Form CN.

What happens on conversion?

Shares issued on conversion are reported in Form FC-GPR.

Get Form CN Help

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