What we certify
The certificate states, for each partner or shareholder, the amount contributed, the date and mode, and whether it was in cash, by bank transfer or in kind. For a company, it's tied to the shares allotted; for an LLP, to the contribution agreed in the LLP agreement; for a firm, to the partners' capital accounts.
Where capital came from abroad, the certificate is usually read alongside the FEMA filings for that investment, so we check that the two agree.
Common uses
- Bank loans, where the lender wants the promoters' contribution to the project confirmed.
- Investor due diligence, and before a fresh round of investment.
- Foreign investment, alongside the FC-GPR filing with RBI.
- LLP contribution, including non-cash contributions and changes in contribution.
- Licences and registrations that need minimum paid-up capital.
Documents required
- Certificate of incorporation, LLP agreement or partnership deed.
- Bank statements showing each contribution leaving the contributor's account and arriving in the entity's account.
- Share allotment records — board resolution, PAS-3, share certificates — for a company.
- Capital accounts in the books for a firm or LLP.
- Valuation report, for a contribution in kind.
- FIRC or KYC from the bank, and the FC-GPR acknowledgement, for foreign investment.
How we prepare it
Collect records
Constitution, allotment or contribution records, bank statements and ledgers.
Trace each contribution
From the contributor's bank to the entity's bank, and into the books.
Check the legal records
Allotments, LLP agreement terms and ROC filings match the money received.
Certify
The certificate is signed with a UDIN, in the recipient's format where one is given.
Practical notes from our engagements
- Cash contributions with no trail. Capital deposited in cash is hard to certify and draws questions under tax law too. Bank transfers make everything simpler.
- Contribution in the LLP agreement never actually paid. The certificate states what was paid, not what was promised. Differences need resolving before a bank sees them.
- Share application money pending allotment for months. For a company, money received for shares has to be allotted within the time the law allows, or refunded.
How we handle capital contribution certificates
We trace every rupee from the contributor to the entity and check it against the legal records before we certify. Every certificate we issue carries a UDIN — the Unique Document Identification Number ICAI has required on certificates signed by practising Chartered Accountants since 2019. The recipient can check it at udin.icai.org.
Related services
Frequently asked questions
Who can certify capital contribution?
A Chartered Accountant in practice, from the entity's records and bank statements.
Can capital contributed in kind be certified?
Yes, based on a valuation. For an LLP, a non-cash contribution is valued by a practising Chartered Accountant, Cost Accountant or an approved valuer.
Is a capital contribution certificate needed for FDI?
Banks and investors often ask for one alongside the FC-GPR filing, which is the formal report of the investment to RBI.
What if some capital was contributed in cash?
We can certify it only with adequate evidence. Cash contributions are best avoided.
Does the certificate carry a UDIN?
Yes, like every certificate we sign.