Every time a company issues shares, it has to tell the Registrar of Companies who got them. That return is Form PAS-3, and it is due within 30 days of the allotment.
For a private placement the deadline is shorter at 15 days, and until PAS-3 is filed the company is not allowed to touch the money it has raised. That single rule catches out more funding rounds than any other provision in this part of the Act.
What Is Form PAS-3?
PAS-3 is the return of allotment, filed under Section 39(4) of the Companies Act, 2013 and Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. For private placements it is filed under Section 42(8).
It records who the securities were allotted to, how many, at what price, and how they were paid for. The ROC uses it to update the company paid-up capital and shareholding on the public record.
When Is PAS-3 Required?
| Type of Allotment | Governing Section | Approval Needed |
|---|---|---|
| Rights issue to existing shareholders | Section 62(1)(a) | Board resolution |
| ESOP allotment | Section 62(1)(b) | Special resolution (ordinary for most private companies) |
| Preferential allotment | Section 62(1)(c) and Rule 13 | Special resolution and a registered valuer report |
| Private placement | Section 42 | Special resolution and PAS-4 offer letter |
| Bonus issue | Section 63 | Board and member approval per the articles |
| Conversion of loans or debentures into shares | Section 62(3) | Special resolution at the time of borrowing |
| Sweat equity | Section 54 | Special resolution |
PAS-3 is not required for a transfer of existing shares between shareholders. A transfer changes who holds the shares; an allotment creates new ones. Only the latter is reported here.
PAS-3 Due Date
| Route | Due Date |
|---|---|
| Rights issue | 30 days from allotment |
| Preferential allotment | 30 days from allotment |
| Bonus issue, ESOP, sweat equity | 30 days from allotment |
| Private placement | 15 days from allotment |
The date of allotment is the date of the board resolution allotting the shares, not the date the money arrived and not the date the share certificates are signed.
The Money Cannot Be Used Until PAS-3 Is Filed
For private placements, Section 42(4) is explicit: a company shall not utilise the monies raised until the allotment is made and the return of allotment has been filed with the Registrar.
So the subscription money sits in the separate bank account, untouchable, until PAS-3 is in. Founders who have just closed a round and want to start spending are regularly surprised by this. Plan the filing as part of closing, not as an afterthought.
Two related private placement deadlines are worth holding alongside it. Allotment must be completed within 60 days of receiving application money under Section 42(6). If it is not, the money must be refunded within 15 days, and after that it carries interest at 12 percent per annum.
Private Placement, Preferential Allotment and Rights Issue
These three get used interchangeably in conversation and they are not the same thing.
| Rights Issue | Preferential Allotment | Private Placement | |
|---|---|---|---|
| Offered to | Existing shareholders, pro rata | A selected group, which may include outsiders | An identified group, capped at 200 people in a financial year |
| Valuation report | Not required | Required | Required |
| Offer letter | Letter of offer | Notice with explanatory statement | PAS-4 |
| PAS-3 due | 30 days | 30 days | 15 days |
A preferential allotment to an identified group is usually also a private placement, in which case the stricter Section 42 timeline applies. When the two overlap, work to 15 days.
Government Fees for PAS-3
The normal fee follows the authorised share capital slab:
| Nominal Share Capital | Normal Fee |
|---|---|
| Less than ₹1,00,000 | ₹200 |
| ₹1,00,000 to ₹4,99,999 | ₹300 |
| ₹5,00,000 to ₹24,99,999 | ₹400 |
| ₹25,00,000 to ₹99,99,999 | ₹500 |
| ₹1,00,00,000 and above | ₹600 |
Late filing multiplies that fee: 2x up to 30 days, 4x for 31 to 60 days, 6x for 61 to 90 days, 10x for 91 to 180 days and 12x beyond. Our MCA fees calculator works out the exact amount for your capital and filing date.
Penalties for Late or Missed PAS-3
Under Section 39(5), the company and every officer in default is liable to a penalty of ₹1,000 for each day the default continues, or ₹1,00,000, whichever is less.
For private placement the exposure is far larger. Under Section 42(10), a contravention makes the company, its promoters and its directors liable to a penalty that may extend to the amount raised through the private placement or ₹2 crore, whichever is lower, and the company may be required to refund all money to subscribers within 30 days.
Documents Required for PAS-3
- List of allottees, in the prescribed format. Mandatory for every filing
- Board resolution approving the allotment
- Special resolution, for preferential allotment, private placement, ESOP or sweat equity
- Valuation report from a registered valuer, for preferential allotment and private placement
- PAS-4 offer letter, for private placement
- Contract of services or consideration, where shares were issued for consideration other than cash
- DSC of a director, and certification by a practising professional
The List of Allottees Format
This attachment causes more PAS-3 rejections than anything else, because it is not a free-form list. For each allottee it must carry the full name, address, PAN, email, nationality and occupation, the number and class of securities allotted, the nominal value and premium per security, the date of allotment and the mode of payment.
The totals have to reconcile exactly with the figures entered in the form itself. A single share difference between the attachment and the form will fail validation.
How to File PAS-3 on MCA V3
- Pass the board resolution allotting the shares, and the special resolution first where the route requires one
- Prepare the list of allottees and reconcile it against the board resolution
- Log in to mca.gov.in with the company business user credentials
- Open MCA Services, then e-Forms, then PAS-3
- Enter the CIN. Company details pre-fill from master data
- Select the type of allotment and enter the securities allotted, the price and the date of allotment
- Attach the list of allottees, resolutions and the valuation report where applicable
- Affix the DSC of an authorised director and obtain professional certification
- Pay the fee and submit, then note the SRN
After Allotment: Two More Deadlines
Filing PAS-3 is not the end of the allotment. Under Section 56(4), share certificates have to be delivered to the allottees within two months of allotment. The register of members must be updated as well, and the new shareholding will show on the company master data record once the SRN is approved.
Common Reasons PAS-3 Gets Rejected
- List of allottees incomplete or in the wrong format: missing PAN, occupation or mode of payment
- Totals do not reconcile between the attachment and the form
- Missing valuation report on a preferential allotment or private placement
- Allotment exceeds authorised capital: increase it through SH-7 before allotting, not after
- Wrong date of allotment: the money receipt date used instead of the board resolution date
- Filed on the 30-day timeline for a private placement, where the deadline was 15 days
Keeping Allotments on Schedule
Share allotments are run by founders, investors and lawyers on a deal timetable, and the ROC filing is usually the last thing anyone thinks about. The 15-day private placement clock and the block on using the funds make it the one event-based filing worth building into the closing checklist itself.
Leagully tracks each company capital structure from live MCA data, flags the PAS-3 deadline from the date of the board resolution, and prepares the form and the list of allottees from the allotment details. For the other event-based filings that follow a funding round, see the ROC compliance calendar, and our guides to DIR-12 for any new investor director and CHG-1 where the round is debt backed.