What Is A Commercial Paper And How Does It Work?

What is Commercial Paper? 

A Commercial Paper (CP) is an unsecured, short-term debt instrument issued by companies as a promise to repay investors. It is used by creditworthy corporates, financial institutions and primary dealers to raise funds for immediate cash-flow requirements. In India, the regulatory framework for commercial papers is set out in the Reserve Bank of India (RBI) ‘Master Directions’ and by market-practice rules framed by Fixed Income Money Market and Derivatives Association of India (FIMMDA). The RBI defines CP as an unsecured money-market instrument issued as a promissory note. Issuances are now required to be in dematerialised form and follow specific denomination and maturity rules. 

A few explicit, non-negotiable features you should note at the outset: 

• the instrument is unsecured
• issued at a discount and repaid at par on maturity; the minimum denomination is ₹ 5 lakh (and multiples thereof)
• the tenor permitted under current RBI directions ranges from a minimum of seven days up to one year
•  and issuance is by private placement rather than public offer. 

Why Do Companies Issue Commercial Paper? 

Companies issue commercial paper for short-term funding needs that arise from day-to-day operations. If you run a business or manage corporate treasury, here are the key reasons issuers choose CPs:

• Cost efficiency: For well-rated issuers, the discount on CP can be less costly than short-term bank borrowing because the market often charges a lower risk premium for highly rated, unsecured issuances.
• Speed and simplicity: The operational process for a private placement of CP is quicker than arranging term loans or a public bond. When you require funds quickly to cover payroll, supplier payments, tax obligations or seasonal inventory, CP can be issued rapidly through approved intermediaries. 
• Matching short liabilities: CP lets you match short-duration liabilities with short-term funding rather than taking long-term debt you do not need.
• Diversified funding sources: Using CP reduces sole dependence on bank credit lines and permits access to institutional investors such as mutual funds and insurance companies.
• Temporary liquidity management: Corporates may issue CP as a bridge for a few weeks or months until longer-term funding is available.

Example: 

In March 2025, Jio Finance issued commercial paper worth ₹ 1,000 crore at a yield of about 7.80% as an interim funding measure prior to a planned bond issue. That issuance shows how modern companies use CP to bridge near-term requirements and test market appetite. 

How Does Commercial Paper Work? 

Understanding how commercial paper works helps you evaluate it either as an issuer or as an investor. Below is a step-by-step overview of the typical issuance and settlement process in India.

Eligibility and pre-issue checks

Before issuing CP, a firm must meet regulatory eligibility criteria. Typical requirements include a minimum tangible net worth, bank-sanctioned working capital limits and a credit rating from a SEBI-registered rating agency. The RBI Master Directions and FIMMDA operational guidelines set out the precise eligibility criteria and documentation you must maintain. 

Approval and documentation 

The issuer’s board must approve the borrowing. A credit rating letter must be current for the period of issuance, and the issuer typically signs tri-partite arrangements with a depository (NSDL or CDSL) and an issuing and paying agent (IPA, usually a scheduled bank). The instrument is issued via private placement, that is, it is offered to selected institutional investors rather than the public. 

Pricing and format 

Commercial paper is normally issued at a discount to face value. For example, you might buy a CP with face value ₹10 lakh for a lower purchase price; on maturity the issuer pays the full ₹10 lakh, and the difference is your return. Issuance is in electronic (dematerialised) form held with a SEBI-registered depository; physical form is no longer used for primary issuance. The minimum denomination is ₹5 lakh and multiples thereafter.

Placement and settlement

Issuance is arranged via dealers/arrangers; the IPA coordinates funds movement. Settlement for secondary trades (OTC) typically follows a T+0 or T+1 cycle and the depository credits and debits accounts in demat form. If you are an investor, you receive the CP in your institutional account and it is tradable subject to market liquidity.

Maturity and repayment 

At maturity, the issuer must make funds available to the IPA by the time specified in regulations so that holders receive payment on the due date. The RBI master direction notes there is no grace period for CP repayment; timely availability of funds is required and the repayment must be routed through the IPA. 

Secondary market and buybacks

CPs can be traded in the secondary market. Issuers may buy back their own paper through the secondary market at prevailing market prices; current rules permit buyback after the regulatory minimum period (usually seven days from issuance), subject to the operational guidelines administered by FIMMDA and the IPA. 

Key Features of Commercial Paper 

When you evaluate a CP offering or consider issuing one, focus on these key characteristics:

• Short tenor: The permitted tenor in India is from 7 days to 1 year, as set out in the RBI Master Directions. This distinguishes CP from longer-term bonds. 
• Unsecured promissory note: CP is not backed by collateral, investors rely on issuer creditworthiness. 
• Issued at discount: Investors pay less than face value and receive the face amount at maturity, the discount is the investment return. 
• Minimum denomination: Typically ₹5 lakh and multiples of ₹5 lakh, this means direct retail participation is limited. 
• Dematerialised form: Primary issuance must be in electronic demat form and held with a SEBI-registered depository.
• Credit rating dependence: Issuance requires an appropriate short-term rating from a recognised agency; the maturity cannot exceed the validity of the rating letter. 
• No embedded options: Issuance with call or put options is not permitted under current RBI directions.

These features determine both the attractiveness and the constraints of CP from the perspectives of cost, liquidity and risk.

Who Can Issue and Invest in Commercial Paper? 

Eligible issuers 

In India, eligible issuers include companies, certain financial institutions, non-banking financial companies (NBFCs), primary dealers, and other corporate entities that meet the RBI and FIMMDA eligibility conditions (minimum net worth, bank facilities, rating, and standard asset classification). The Master Directions (2024) broadened and clarified eligibility and documentation norms. If you plan to issue, ensure you meet these statutory conditions before marketing a CP.

Typical investors 

The principal buyers of commercial paper are institutional entities that can use large pools of short-term cash:

• banks and scheduled commercial lenders
• money-market and liquid mutual funds
• insurance companies and pension funds
• large corporates with surplus cash for short-term placement

Retail investors rarely buy CP directly because of the high minimum denomination; retail exposure is typically through money-market mutual funds that allocate to CP. The market’s investor composition explains why placement and liquidity are largely institutional. 

Advantages of Commercial Paper 

If you evaluate CP for treasury or for investment, these are the principal advantages to weigh:

For issuers

• Lower funding cost compared with some bank borrowings, especially for well-rated entities.
• Speed of execution and flexibility of tenor that suits working capital financing.
• Ability to diversify short-term funding away from banks.

For investors

• Higher returns than many bank deposits and certain short-term instruments for comparable credit quality.
• Short maturity improves cash-management flexibility.
• Rated instruments provide an observable credit signal you can use in selection.

These benefits explain why CP remains a core element of corporate cash and liquidity management in India’s money market. Recent market activity shows sizable issuance and demand from mutual funds and banks.

Risks and Limitations of Commercial Paper 

CP carries risks that you should not ignore.

• Credit risk: As an unsecured obligation, CP is exposed to issuer default risk. A rating downgrade or deterioration in issuer fundamentals increases investor loss probability.
• Liquidity risk: Secondary-market liquidity varies; while large institutional investors can manage positions, you may not always exit at a favourable price. 
• Refinancing or market-risk for issuers: Issuers that depend heavily on repeated short-term CP programmes may face higher funding costs if market sentiment shifts or rates rise.
• Regulatory and operational constraints: Issuers must comply with RBI/FIMMDA rules; non-compliance can impede issuance access. The maturity must not extend beyond the rating validity and reports must be filed as required. 

If you are an investor, thorough credit analysis or reliance on professionally managed funds is essential and if you are an issuer, smart maturity management and disclosure are essential.

Conclusion

Commercial paper is a standardised short-term debt instrument that plays a central role in India’s money market. It provides cost-effective, rapid funding for issuers and a liquid cash-management option for institutional investors. You should treat commercial paper as a specialist instrument: issuers must meet regulatory conditions and maintain strong credit profiles. Investors must evaluate rating, liquidity and market conditions before committing funds. Recent regulatory updates (Master Directions, FIMMDA guidelines) have modernised issuance procedure, emphasised dematerialisation and clarified buyback and settlement rules, which strengthens the market’s operational integrity.

Also Read: https://www.mstock.com/articles/difference-between-dematerialisation-and-rematerialisation