Overseas listing rules widen to convertible debentures and preference shares; new Form LEAP-1
TaxByKK · Compliance News · taxbykk.com3 Nov 2026
In short
The Ministry of Corporate Affairs has amended the 2024 rules on listing Indian companies' securities in permissible foreign jurisdictions. By G.S.R. 968(E) dated 3 November 2026 the word "shares" becomes "instruments" throughout, and "equity instruments" is defined as equity shares, convertible debentures and preference shares issued by an Indian company. Unlisted public companies in International Financial Services Centres are brought in, two eligibility bars are relaxed and Form LEAP-1 is replaced. The rules came into force on 3 November 2026, the date of publication.
- Authority
- Ministry of Corporate Affairs
- Notification
- G.S.R. 968(E) dated 3 November 2026, F. No. 5/1/2021-CL-I-Part(1)
- Type
- Rules
- Name
- Companies (Listing of equity instruments in permissible jurisdictions) Amendment Rules, 2026
- Effective from
- 3 November 2026 (date of publication in the Gazette)
- Amends
- Companies (Listing of equity shares in permissible jurisdictions) Rules, 2024 (G.S.R. 61(E) of 24 January 2024, last amended by G.S.R. 443(E) of 3 July 2025)
- Made under
- Section 23(3) read with section 469 of the Companies Act, 2013
What changed
| Item | Before | Now |
|---|---|---|
| Securities covered | Equity shares | "Equity instruments": equity shares, convertible debentures and preference shares issued by an Indian company |
| Public companies in IFSC (rule 3) | — | Unlisted public companies in an IFSC are covered, to the extent they follow the IFSCA Act, 2019 and its regulations |
| Negative net worth (rule 5(d)) | Company with negative net worth not eligible | Eligible if the issuer undertakes to allot at least 75% of the net offer to qualified institutional buyers under the overseas regulator's rules |
| Default-based bar (rule 5(e) proviso) | Two years | More than six months |
| Default on specified payments (rule 5(g)) | — | Bar applies only where the default has not been made good |
| Form LEAP-1 | Earlier form | Replaced: now records approval of the securities regulator or exchange, prospectus filing dates, and whether inspection, investigation or inquiry has been ordered; with three attachments and a practising professional's certificate |
The notification does not name the permissible jurisdictions (those come from the principal rules), and it states no due date for filing. The document gives the operative provisions and the new form; the earlier text of the rule 5(e) proviso is only partly shown, so the table shows the changed period only.
Who it applies to
- Unlisted and listed Indian public companies thinking of overseas listing
- Public companies in IFSCs
- Practising CAs, CSs and cost accountants who certify Form LEAP-1
- Lawyers and merchant bankers advising on cross-border listings
What to do
- Check whether convertible debentures or preference shares planned for overseas listing now fall under these rules.
- For a company with negative net worth, plan the 75% allotment to qualified institutional buyers.
- Use the new Form LEAP-1 for submitting the prospectus to the Registrar.
- Recheck the default-related eligibility test against the six-month period.
Reference
Ministry of Corporate Affairs notification G.S.R. 968(E), 3 November 2026, F. No. 5/1/2021-CL-I-Part(1); Companies (Listing of equity instruments in permissible jurisdictions) Amendment Rules, 2026, under section 23(3) read with section 469 of the Companies Act, 2013.
Read the official PDF: MCA notification G.S.R. 968(E)Written by TaxByKK from the official notification. Check the official text before you act on it.
Frequently asked questions
Which securities can now be listed abroad under the MCA rules?
Equity shares, convertible debentures and preference shares issued by an Indian company, all called equity instruments.
Can a company with negative net worth list overseas now?
Yes, if it undertakes to allot at least 75% of the net offer to qualified institutional buyers.
From when do the amendments apply?
From 3 November 2026, the date of publication.
Is there a new form?
Yes. Form LEAP-1 for submitting the prospectus to the Registrar has been substituted.