Form PAS-3: Return of Allotment of Shares
Form PAS-3 is a mandatory return that companies must file with the Registrar of Companies (ROC) within 30 days of allotment of shares. Filed under Section 39 of the Companies Act, 2013, this form provides detailed information about share allotments to existing or new shareholders, ensuring transparency in the company's capital structure changes.
Whether it's a rights issue, private placement, bonus issue, or preferential allotment, every share issuance must be reported through PAS-3. This guide covers everything you need to know about filing this crucial compliance document accurately and on time.
Types of Allotments Requiring PAS-3
Rights Issue
Shares offered to existing shareholders in proportion to their current holdings. Requires PAS-3 within 30 days of allotment.
Private Placement
Allotment to a select group of investors (not more than 200 in a financial year). Requires PAS-3 and prior filing of PAS-4 (private placement offer).
Preferential Allotment
Allotment to specific persons (including promoters) on preferential basis. Requires special resolution and valuation report.
Bonus Shares
Free shares issued to existing shareholders from free reserves. Requires PAS-3 within 30 days of allotment.
ESOP Allotment
Shares issued to employees under Employee Stock Option Plan. Requires PAS-3 after exercise of options.
Sweat Equity
Shares issued to directors/employees for non-cash consideration (IP, know-how, etc.).
Legal Framework and Due Dates
Governing Provisions
- Section 39: Allotment of securities
- Section 42: Private placement
- Section 62: Further issue of share capital
- Section 63: Issue of bonus shares
- Rule 12 & 13: Companies (Prospectus and Allotment of Securities) Rules, 2014
Due Date and Penalty
Due Date: Within 30 days of allotment
Late Fee: ₹200 per day of delay
Maximum: No cap, accumulates indefinitely
Step-by-Step Filing Process
Board Meeting and Resolution
Convene Board Meeting to approve allotment. Pass board resolution identifying allottees, number of shares, and issue price. Authorize filing of PAS-3.
Prepare List of Allottees
Create detailed list of allottees including name, address, PAN, number of shares allotted, amount paid/payable, and distinctive numbers. This is a mandatory attachment.
Complete PAS-3 Form
Access MCA portal, launch Form PAS-3. Fill in CIN, type of allotment, total shares allotted, total consideration, and detailed allottee information.
Attach Documents
Upload list of allottees, board resolution, valuation report (if applicable), share application forms, and private placement offer letter (if private placement).
Digital Signature and Payment
Sign with director DSC. Pay government fees based on share capital. Submit form and preserve SRN for records.
Required Documents
Mandatory Attachments
- ☐ List of allottees (Format specified)
- ☐ Board Resolution for allotment
- ☐ Share application forms
- ☐ Copy of private placement offer (if applicable)
Conditional Attachments
- ☐ Valuation report (preferential issue)
- ☐ Declaration of solvency (bonus shares)
- ☐ Special resolution (if required)
- ☐ Expert valuation (sweat equity)
Difference Between PAS-3 and SH-7
| Aspect | PAS-3 | SH-7 |
|---|---|---|
| Purpose | Report share allotment | Alter authorized capital |
| When Filed | After allotment of shares | After capital alteration |
| Trigger | Issuance of shares | MOA amendment (Clause V) |
| Both Required? | Yes, when fresh shares are issued beyond authorized capital | |
Penalty for Late Filing
| Violation | Penalty |
|---|---|
| Late filing (per day) | ₹200 per day |
| Company default | ₹1,000 per day (max ₹25,00,000) |
| Officer in default | ₹1,000 per day (max ₹5,00,000) |
Private Placement Compliance
Private placement has additional compliance requirements beyond PAS-3:
- 1. PAS-4: Private placement offer letter must be circulated to identified persons
- 2. PAS-5: Record of private placement offers must be maintained
- 3. Special Resolution: Required if offer exceeds limit or for specific categories
- 4. Valuation: Fair value certificate from registered valuer required
- 5. Maximum Persons: Cannot exceed 200 persons in aggregate in a financial year
- 6. Allotment Period: Must allot within 60 days of receipt of application money
Key Compliance Checklist
Before Allotment
- ✓ Check authorized capital (increase if needed via SH-7)
- ✓ Obtain valuation report (if required)
- ✓ Pass board resolution
- ✓ Check sectoral caps (FEMA compliance)
After Allotment
- ✓ Issue share certificates within 2 months
- ✓ File PAS-3 within 30 days
- ✓ Update register of members
- ✓ Update MCA master data