LEAP-1 Form: Meaning, Benefits and How to File?

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The Ministry of Corporate Affairs (MCA) launched the LEAP-1 Form on January 24, 2024, under the Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024. The primary purpose of the LEAP-1 Form is to simplify the process for unlisted public companies seeking to list their shares on stock exchanges in permissible foreign jurisdictions. This article will provide an in-depth knowledge about LEAP-1 Form, its purpose, eligibility, required information, filing procedure, and associated benefits.

What is the LEAP-1 Form?

The LEAP-1 Form, formally known as the "Form for Submission of Prospectus with the Registrar," is a standardized electronic document introduced by the MCA. It streamlines the process of public listing by consolidating multiple forms previously required for submitting a prospectus. The Form not only reduces administrative burdens but also enhances transparency by requiring detailed disclosures, ensuring that both regulatory authorities and potential investors have access to comprehensive information.

Who Needs to File the LEAP-1 Form?

The LEAP-1 Form is specifically designed for:

1. Unlisted Public Companies: Companies intending to list their equity shares on stock exchanges in permissible foreign jurisdictions.

2. Existing Shareholders: Shareholders of unlisted public companies who wish to list their shares in a foreign jurisdiction.

Eligibility Criteria

-The company must not have any partly paid-up shares.

-The company should not be disqualified under Rule 5 of the Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024.

-The prospectus must be approved by SEBI or the relevant stock exchange.

Companies planning dual listings (on both foreign and recognized Indian exchanges) may have to comply with additional SEBI regulations.

Purpose of the LEAP-1 Form

The LEAP-1 Form aims to:

-Simplify Listing Processes: By consolidating information requirements, the Form reduces paperwork.

-Enhance Investor Confidence: Detailed disclosures increase transparency, aiding investors in making informed decisions.

-Promote Compliance: A standardized format ensures adherence to regulatory norms.

-Encourage Foreign Listings: The Form facilitates capital raising by unlisted companies through foreign stock exchanges.

Information Required for the LEAP-1 Form

Part 1: Company Information

1. Corporate Identity Number (CIN): The unique identifier issued by the MCA.

2. Company Details:

-Name of the Company (pre-filled)

-Registered Office Address (mandatory)

-Official Email Address (mandatory)

3. Purpose of Application:

-Select “Filing of Prospectus” as the reason.

4. Prospectus Details:

-Date of Approval (DD/MM/YYYY)

-Date of Submission (DD/MM/YYYY)

5. Pending Inquiries:

-Specify whether any inspections, investigations, or inquiries under the Companies Act, 2013, have been ordered against the company. 

Part 2: Attachments

The following documents must be attached electronically:

1. Approval Document: Official approval of the prospectus by SEBI or the stock exchange.

2. Acknowledgment of Filing: Receipt of prospectus filing with SEBI or the exchange.

3. Copy of the Prospectus: A complete copy of the approved prospectus. 

Part 3: Declaration and Certification

1. Director’s Signature: The Form must be digitally signed by an authorized director.

2. Practising Professional’s Certification: A Chartered Accountant, Cost Accountant, or Company Secretary must digitally certify the Form. 

How to Submit the LEAP-1 Form Online?

Step 1: Download the Form

1. Visit the MCA portal.

2. Navigate to the “Company Forms Download” section.

3. Download the LEAP-1 Form zip file, including the instructions. 

Step 2: Prepare the Form

1. Fill out the Form electronically.

2. Ensure all required information and documents are ready. 

Step 3: Register on the MCA Portal

1. If not registered, create an account on the MCA portal.

2. Obtain a login ID by providing company details. 

Step 4: Submit the Form

1. Log in to the MCA portal.

2. Locate the section for submitting eForms.

3. Upload the completed Form and supporting documents. 

Step 5: Pay the Fees

1. Choose a payment method (Credit/Debit card or Internet Banking).

2. Ensure timely payment to avoid penalties. 

Step 6: Acknowledgment

1. Upon submission, a Service Request Number (SRN) is generated.

2. Use the SRN to track the Form’s status. 

Fees for Filing the LEAP-1 Form

Fees depend on the company’s nominal share capital. A base fee is charged per document, with incremental increases based on predefined capital ranges. Penalty fees apply for delays, escalating with the duration of the delay.

Benefits of Filing the LEAP-1 Form

1. Easy Process: Simplifies regulatory compliance by consolidating multiple forms.

2. Transparency: Ensures detailed disclosures for investors.

3. Reduced Administrative Burden: Less paperwork and faster processing.

4. Capital Access: Facilitates listing in foreign jurisdictions, enabling easier capital raising.

5. Regulatory Compliance: Helps companies adhere to Indian and foreign listing requirements. 

Conclusion

The LEAP-1 Form is an important step toward simplifying the listing process for unlisted public companies aiming to raise capital through permissible foreign stock exchanges. By reducing administrative burdens, enhancing transparency, and promoting compliance, the Form paves the way for smoother public listings. Companies must ensure they meet eligibility criteria, provide accurate information, and adhere to filing deadlines to maximize the benefits of this streamlined process. For expert assistance in filing the LEAP-1 Form, companies can rely on Compliance Calendar LLP.

FAQs

1. What is the LEAP-1 Form used for? 

Ans. The LEAP-1 Form is used by unlisted public companies to submit their prospectus for listing equity shares in foreign jurisdictions.

2. Who can file the LEAP-1 Form? 

Ans. Unlisted public companies and their shareholders intending to list equity shares in permissible foreign jurisdictions can file the Form.

3. What documents are required to file the LEAP-1 Form? 

Ans. Documents include the approval of the prospectus by SEBI or the stock exchange, acknowledgment of filing the prospectus, and a complete copy of the prospectus.

4. How can I submit the LEAP-1 Form? 

Ans. You can submit the Form electronically through the MCA portal by following the prescribed steps, including downloading, filling, and uploading the Form along with required documents.

5. What are the fees for filing the LEAP-1 Form? 

vThe fees depend on the company’s nominal share capital. Penalty fees apply for delayed filing.

6. Can dual-listed companies file the LEAP-1 Form? 

Ans. Yes, but they must also comply with SEBI regulations and any additional requirements for dual listings.

7. Where can I get assistance for filing the LEAP-1 Form? 

Ans. Expert guidance for filing the LEAP-1 Form is available through services like Compliance Calendar LLP. 

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