What is PAS-3?
Form PAS-3 is the statutory return filed with the ROC after a company allots new shares. It records share details, allottee information, consideration and face value/premium.
Company Compliance
Issue New Share Registration
Allot new shares in your Pvt Ltd company with PAS-3 filing in 15 days. Board resolutions, share certificates and MCA filing included .
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15-DayPAS-3 Deadline
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SAMPLE
Issue of Shares Filing Online Certificate
Government Authority / MCA — sample official certificate
Illustrative sample. Your official certificate is issued after approval.
01
15-Day Deadline
PAS-3 must be filed within 15 days of allotment
02
₹100/Day Penalty
Late filing attracts ₹100 per day of delay
03
6 Types Covered
Rights, private placement, bonus, sweat equity, preferential, ESOP
04
7–15 Working Days
Typical end-to-end timeline with expert support
OVERVIEW
What is Issue of Shares?
Issue of shares is the legal process by which a private limited company allots new equity or preference shares to existing shareholders or new investors, increasing paid-up share capital under the Companies Act, 2013. It is governed by Sections 42, 46, 54, 62 and 63 of the Act.
Every private limited company that allots new shares must file Form PAS-3 (Return of Allotment) with the Registrar of Companies within 15 days of the allotment date. This is one of the tightest event-based compliance deadlines under MCA regulations. A qualified professional must certify PAS-3 before submission.
Governing LawCompanies Act, 2013
Key Sections42, 46, 54, 62, 63
Key FormPAS-3
Filing Deadline15 days from allotment
Processing Time7 to 15 working days
TYPES OF SHARE ISSUE
Types of Share Issuance in a Private Company
| Type | Section | Resolution | Offered To | Key Limit |
|---|---|---|---|---|
| Rights Issue | 62(1)(a) | Board Resolution | Existing shareholders | 15–30 day window |
| Private Placement | 42 | Special Resolution | Up to 200 persons/FY | Max 200/FY; 60-day allotment |
| Bonus Issue | 63 | Ordinary Resolution | Existing shareholders | Must have free reserves |
| Sweat Equity | 54 | Special Resolution | Directors / employees | 15% or ₹5 crore cap/year |
| Preferential | 62(1)(c) | Special Resolution | Select persons | Pricing norms apply |
| ESOP | 62(1)(b) | Special Resolution | Employees | ESOP scheme needed |
Quick guide: Existing shareholders at a price → Rights Issue. Free from reserves → Bonus. New investor/VC → Private Placement. IP/know-how contribution → Sweat Equity. Stock options → ESOP.
ELIGIBILITY
Eligibility and Prerequisites for Share Allotment
| Requirement | Detail |
|---|---|
| Company Status | Active on MCA portal (not struck off or dormant) |
| Authorized Capital | Must cover post-allotment paid-up capital (file SH-7 first if insufficient) |
| Board Quorum | Minimum 2 directors present for board meeting |
| DSC | Active Class 3 DSC for authorized signatory |
| Sweat Equity Age | Company must be at least 1 year old (Section 54) |
| Private Placement Limit | Maximum 200 persons per FY (excluding QIBs and ESOP employees) |
| Members Limit | Total members cannot exceed 200 after allotment (Section 2(68)) |
ALLOTMENT PROCESS
Step-by-Step Allotment of Shares Process
1. Verify Authorized Capital Sufficiency
Check that authorized capital covers the proposed post-allotment paid-up capital. If short, file Form SH-7 to increase authorized capital before proceeding.
2. Obtain Share Valuation Report (If Required)
For shares at premium, preferential allotment or sweat equity, obtain a valuation report from a registered valuer. Not required for rights issues at par.
3. Pass Board Resolution for Share Allotment
Convene a board meeting and pass a resolution approving the issuance. Specify number of shares, face value, premium, names of allottees and type of issuance.
4. Pass Special Resolution (If Required)
For private placement, sweat equity and preferential allotment, pass a Special Resolution at EGM. File Form MGT-14 within 30 days. Not required for rights or bonus issues.
5. Issue Offer Letters and Receive Subscription Money
Send offer letters (Form PAS-4 for private placement). Receive money via banking channels only. For private placement, allot within 60 days of receiving application money.
6. Pass Allotment Resolution and Update Registers
After receiving money, pass the allotment resolution. Update Register of Members (MGT-1), Register of Allotments and related statutory registers.
7. File Form PAS-3 with MCA
File PAS-3 within 15 days of the allotment date. Attach board resolution, list of allottees and valuation report (if applicable). DSC and professional certification mandatory.
8. Issue Share Certificates
Issue share certificates to allottees within 2 months of allotment under Section 46. Each certificate must bear distinctive number and signatures of at least two directors.
DOCUMENTS REQUIRED
Documents Required for Issue of Shares
1. Company Documents
Company PAN, Certificate of Incorporation, latest MoA and AoA for authorized capital verification.
2. Allottee Identity
PAN and Aadhaar of all allottees for identity verification on the MCA portal.
3. Board Resolution Minutes
Signed board resolution approving the allotment, with allottee details and share numbering.
4. Share Application Forms
Signed share application forms from allottees as evidence of subscription.
5. Bank Statement / Receipt
Bank-certified proof of subscription money received via banking channels.
6. Additional by Type
Private placement: PAS-4, PAS-5, MGT-14. Sweat equity / preferential: valuation report. NRI: FC-GPR and FEMA compliance.
PAS-3 FILING
PAS-3 Filing: Return of Allotment with MCA
15-Day Deadline
Must be filed within 15 days of the date of allotment (as recorded in board minutes), not from board resolution or receipt of money.
Professional Certification
A qualified professional must certify PAS-3 before MCA submission. DSC of the authorized signatory is mandatory.
Government Fee Slab
₹200 (up to ₹1 lakh capital) to ₹600 (above ₹1 crore), based on nominal share capital.
| Nominal Share Capital | PAS-3 Filing Fee |
|---|---|
| Up to ₹1,00,000 | ₹200 |
| ₹1,00,001 to ₹5,00,000 | ₹300 |
| ₹5,00,001 to ₹25,00,000 | ₹400 |
| ₹25,00,001 to ₹1,00,00,000 | ₹500 |
| Above ₹1,00,00,000 | ₹600 |
PENALTIES
Penalties for Late or Non-Filing of PAS-3
Late PAS-3 Filing
₹100 per day of delay after the 15-day deadline from the date of allotment.
Non-Filing (Section 450)
Imprisonment up to 6 months and/or fine up to ₹5 lakh for the company and officers in default.
Insufficient Authorized Capital
PAS-3 will be rejected. Allotment treated as irregular. File SH-7 first if capital is insufficient.
Private Placement Violations
Exceeding 200 persons/FY or missing 60-day allotment window attracts penalties under Section 42 and may require refund of application money.
NRI / FOREIGN INVESTORS
NRI and Foreign Investor Share Allotment
FEMA Compliance
Allotment to NRI or foreign investors requires compliance with FEMA regulations in addition to Companies Act requirements.
FC-GPR Filing
File Form FC-GPR with the RBI (through the AD bank) within 30 days of the allotment / receipt of funds.
Banking Channels
Subscription money must come through authorized banking channels. AD bank remittance receipt is required.
Timeline
Private placement + FEMA typically takes 15 to 20 working days including FC-GPR filing support.
WHY CHOOSE US
Why Corporate Mart?
Expert PAS-3 Filings
Specialists experienced in all 6 types of share issuance, board resolutions, register updates and MCA V3 submissions.
Complete End-to-End Package
Resolutions, share application forms, PAS-3 filing, share certificates, register of members & allotments update and expert certification.
15-Day Deadline Assured
Focus on filing PAS-3 well within the 15-day window. File PAS-3 first, then issue certificates (you have 2 months for certificates).
Transparent Pricing
Clear with dedicated professional support. Government fees, valuation and stamp duty charged separately at actuals with no hidden charges.
FAQ
Frequently Asked Questions
Verify authorized capital, pass board resolution (and special resolution if required), issue offer letters and receive money via banking channels, pass allotment resolution, update registers, file Form PAS-3 within 15 days of allotment, and issue share certificates within 2 months.
Form PAS-3 is the Return of Allotment filed with the ROC after a company allots new shares. It must be filed within 15 days of the allotment date, certified by a qualified professional, and carries a government fee of ₹200–₹600 based on nominal share capital.
Corporate Mart provides transparent, tailored assistance based on your entity structure and state requirements. Contact our expert team for a detailed proposal. PAS-3 government fee is ₹200–₹600. Simple rights issues total around ₹4,200–₹4,600. Private placement with valuation typicallyGovernment and statutory fees depend on the entity structure and state requirements. Contact our expert team for a detailed proposal.
Late filing attracts ₹100 per day of delay after the 15-day deadline. Non-filing can attract Section 450 penalties: imprisonment up to 6 months and/or fine up to ₹5 lakh.
You must increase authorized capital by filing Form SH-7 before allotting shares. Filing PAS-3 without adequate authorized capital will be rejected and the allotment treated as irregular.
Rights issue is offered only to existing shareholders and needs only a board resolution. Private placement can be offered to up to 200 persons per FY, requires a special resolution, Form PAS-4 and more compliance steps. Most startups use private placement for external investors.
Yes. In addition to PAS-3, allotment to NRI or foreign investors requires Form FC-GPR filing with the RBI (through the AD bank) within 30 days under FEMA regulations, plus remittance through authorized banking channels.
Share certificates must be issued within 2 months of allotment under Section 46. File PAS-3 first (15-day deadline), then issue certificates. Each certificate must bear a distinctive number and signatures of at least two directors.
