# Share Allotment & PAS-3 Filing

> When a company issues new shares it must pass the required board and shareholder resolutions, receive the money (in a separate bank account for private placements), allot the shares and file the return of allotment in Form PAS-3 — within 15 days for private placements under Section 42 and within 30 days otherwise. Share certificates must be issued within two months of allotment.

Practice: Company Secretary & Corporate Compliance — https://www.industax.com/services/company-secretary/

Every new issue follows one of the routes in Section 62 (rights issue, ESOP or preferential allotment) or a private placement under Section 42, and each route has its own approvals and documents. Getting the route wrong is a common cause of ROC objections during later fundraises.

For private placements the money must come into a separate bank account, shares must be allotted within 60 days of receipt, and unallotted money must be refunded within the next 15 days. The PAS-3 return lists every allottee with the amount paid.

Allotments to non-residents also need FEMA pricing compliance and Form FC-GPR within 30 days of allotment.

## Key facts

| Item | Detail |
| --- | --- |
| Return of allotment | PAS-3 — 15 days for private placement, 30 days otherwise |
| Share certificates | Within 2 months of allotment (Section 56(4)) |
| Private placement money | Separate bank account; allot within 60 days or refund |
| Foreign allottee | FC-GPR within 30 days of allotment |
| Demat | Non-small private companies issue securities only in demat form |

## Who needs this

- Startups issuing shares to founders, angels or VCs
- Companies raising capital from existing shareholders
- Companies converting loans or CCDs into equity

## What's included

- Choice of issue route and resolutions
- Valuation coordination where required
- PAS-3 filing and share certificates
- Register of members and cap table update
- FC-GPR for non-resident allottees

## Documents

- Allottee details and KYC
- Bank statement showing receipt of money
- Board and shareholder resolutions
- Valuation report (if applicable)

## Process

1. **Route** — Rights, preferential or private placement decided.
2. **Approvals** — Resolutions passed and offer documents issued.
3. **Money and allotment** — Funds received; board allots shares.
4. **Filings** — PAS-3, FC-GPR and certificates completed.

## FAQs

### What is the due date for PAS-3?

15 days from allotment for private placements under Section 42 and 30 days for other allotments.

### When must share certificates be issued?

Within two months of allotment, or credited to the demat account where shares are dematerialised.

### Can a company use investor money before allotment?

Not for private placements — money must stay in a separate bank account until shares are allotted.

## Official sources

- Ministry of Corporate Affairs — MCA21 portal: https://www.mca.gov.in/
- Companies Act, 2013 (India Code): https://www.indiacode.nic.in/handle/123456789/2114

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This is general information, not advice for your specific facts.