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Limited Offering Memorandum Template for India

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Key Requirements PROMPT example:

Limited Offering Memorandum

"Need to create a Limited Offering Memorandum for my SaaS company's Series B funding round in March 2025, targeting qualified institutional buyers in India with a minimum investment of INR 50 crores, with specific focus on data privacy compliance and cross-border transaction regulations."

Document background
The Limited Offering Memorandum is a crucial document used in Indian private placement transactions when companies seek to raise capital from a select group of investors without making a public offering. It is governed by SEBI regulations and the Companies Act, 2013, which mandate specific disclosure requirements and restrict the number of investors who can participate. The document must provide comprehensive information about the business, financials, risks, and offering terms while maintaining confidentiality. It's typically used by growing companies looking to raise significant capital from institutional investors or HNIs, and requires careful preparation to ensure regulatory compliance while effectively presenting the investment opportunity.
Suggested Sections

1. Important Notice to Investors: Disclaimer and legal notices regarding the confidential nature of the memorandum and investment restrictions

2. Executive Summary: Brief overview of the investment opportunity, company, and key terms of the offering

3. Company Overview: Detailed description of the company, its business model, operations, and market position

4. Investment Highlights: Key reasons for investing and unique value propositions

5. Business Description: Comprehensive information about products/services, revenue model, and growth strategy

6. Market Analysis: Industry overview, market opportunity, and competitive landscape

7. Management Team: Profiles of key executives, directors, and advisors

8. Financial Information: Historical financial statements, projections, and key metrics

9. Terms of the Offering: Detailed description of the securities being offered and their terms

10. Use of Proceeds: Planned allocation of the funds raised

11. Risk Factors: Comprehensive discussion of business, market, and investment risks

12. Subscription Process: Instructions and requirements for participating in the offering

13. Tax Considerations: Overview of relevant tax implications for investors

14. Legal and Regulatory Information: Relevant legal framework and regulatory compliance details

Optional Sections

1. Foreign Investment Considerations: Required if the offering is open to foreign investors, detailing FEMA regulations and restrictions

2. Industry Regulations: Include if the company operates in a heavily regulated industry like finance, healthcare, or telecommunications

3. Intellectual Property: Required if IP assets are a significant part of the company's value proposition

4. Environmental, Social and Governance (ESG): Include if targeting investors with ESG mandates or if ESG factors are material to the business

5. Corporate Structure: Include if the company has complex ownership structure or significant subsidiaries

6. Related Party Transactions: Required if there are significant transactions with related parties

7. Dividend Policy: Include if the company has an established dividend policy or specific dividend plans

8. Exit Strategy: Include if there are specific plans for liquidity events or exit opportunities

Suggested Schedules

1. Schedule A - Financial Statements: Detailed historical financial statements and notes

2. Schedule B - Capitalization Table: Pre and post-offering ownership structure

3. Schedule C - Material Contracts: Summaries of key business and operational agreements

4. Schedule D - Corporate Documents: Certificate of incorporation, memorandum of association, articles of association

5. Schedule E - Subscription Agreement: Form of agreement for investing in the offering

6. Schedule F - Management Resumes: Detailed biographical information of key team members

7. Appendix 1 - Market Research Reports: Third-party market research and industry analysis

8. Appendix 2 - Technical Information: Product specifications, technical details, or research data if applicable

9. Appendix 3 - Legal Opinion: Legal opinion on the validity of the offering

10. Appendix 4 - Tax Opinion: Detailed tax implications and structure analysis

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

















































Clauses






























Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Real Estate

Renewable Energy

E-commerce

Infrastructure

Telecommunications

Biotechnology

Education Technology

Retail

Agriculture Technology

Digital Media

Software as a Service

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Executive Leadership

Investor Relations

Risk Management

Corporate Strategy

Corporate Secretarial

Treasury

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Company Secretary

Investment Banker

Corporate Lawyer

Financial Controller

Compliance Officer

Director of Investor Relations

Managing Director

Board Director

Private Equity Manager

Investment Manager

Risk Manager

Corporate Development Director

Strategy Director

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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