PAS-3 Filing: Return of Allotment After Issue of Shares

A company can issue shares, receive the money and update its books—but there is still one important MCA compliance step: reporting the allotment to the Registrar.

Whenever a company having share capital makes an allotment of securities, it is required to file a Return of Allotment with the Registrar in the prescribed manner. Form PAS-3 is the MCA form used for this purpose. Section 39(4) of the Companies Act, 2013 requires a company having share capital to file a return of allotment whenever it makes an allotment of securities, while Section 42(9) contains the corresponding requirement for securities issued under private placement.

The filing timeline is particularly important. Under Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the general return of allotment is to be filed within 30 days of allotment. The current MCA PAS-3 Instruction Kit separately specifies a 15-day filing timeline for private-placement allotments.

For companies in Delhi, Noida, Gurugram, Ghaziabad, Faridabad and across India, understanding when PAS-3 applies and how it connects with the underlying share issue can help avoid delayed filings and inconsistencies in the company's capital records.

What Is PAS-3?

PAS-3 is the Return of Allotment filed with the Registrar of Companies after a company allots securities.

It is primarily connected with:

• Section 39(4) of the Companies Act, 2013

• Section 42(9) for private placement

• Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014

• Rule 14 for private placement-related requirements

The MCA's PAS-3 Instruction Kit expressly identifies the form as the Return of Allotment and states that it is required pursuant to Sections 39(4) and 42(9), along with the applicable rules.

The purpose is to provide the Registrar with details of securities that have actually been allotted by the company.

What Does "Allotment" Mean?

Allotment is the corporate action through which a company formally allocates securities to identified applicants.

For example, suppose a private limited company receives applications for:

10,000 equity shares at ₹100 each

After completing the applicable issue process, the company passes the required allotment resolution and allots those shares to the applicants.

The company then has to consider the applicable PAS-3 filing.

The important distinction is:

Receiving an application ≠ Allotment

Receiving money ≠ Allotment

Passing an allotment resolution = the corporate action that triggers the return-of-allotment compliance, subject to the applicable law.

When Is PAS-3 Required?

PAS-3 is generally relevant when a company having share capital makes an allotment of securities.

Common situations can include:

• Allotment of equity shares

• Allotment of preference shares

• Allotment arising from private placement

• Allotment arising from certain rights issues

• Allotment of bonus shares

• Other securities where the applicable provisions require a return of allotment

The exact filing treatment should always be checked against the nature of the issue and the current MCA form.

The basic rule under Section 39(4) is broad: when a company having share capital makes an allotment of securities, it must file a return of allotment with the Registrar.

PAS-3 Filing Timeline

The filing deadline depends on the nature of the allotment.

General Allotment

For an ordinary return of allotment, Rule 12 provides for filing PAS-3 within 30 days after allotment.

Private Placement

For an allotment made through private placement, the current MCA PAS-3 Instruction Kit specifies a 15-day filing timeline from the date of allotment.

This difference is important.

Example

Suppose a company makes a normal allotment on:

10 September

The general filing timeline is based on the 30-day period following the allotment.

If the same company makes an allotment pursuant to a private placement on:

10 September

the current MCA instruction indicates a 15-day filing timeline.

Therefore, the compliance team should identify the issue route before calculating the PAS-3 deadline.

Why Is the Allotment Date So Important?

PAS-3 is an event-based filing.

The filing deadline is linked to the date of allotment, not simply:

• The date money was received

• The date the application was submitted

• The date the Board meeting was proposed

• The financial year-end

• The date the share certificates were printed

For this reason, the company should maintain a clear allotment record showing the actual date on which the securities were allotted.

Example: Equity Share Allotment

A Delhi private limited company issues:

20,000 equity shares

at:

₹100 per share

The total issue value is:

₹20 lakh

After the required corporate process is completed, the Board allots the shares to the applicants.

The company should then prepare the PAS-3 information based on the actual allotment.

The filing working should include details such as:

• Date of allotment

• Number of securities allotted

• Class of securities

• Face value

• Issue price

• Amount received

• Allottee details

• Particulars required by the applicable form

The company should then complete PAS-3 within the applicable filing period.

PAS-3 After Private Placement

Private placement requires additional care because Section 42 and the related rules impose specific conditions on the issue and allotment process.

For a private placement, the company should generally maintain a complete transaction file covering:

• Offer letter

• Identified persons

• Application money

• Bank records

• Board approvals

• Shareholder approval where applicable

• Allotment resolution

• Allottee details

• PAS-3

• Relevant statutory records

Section 42(9) specifically requires a company making an allotment under the private-placement provision to file a return of allotment with the Registrar, including the prescribed details of security-holders.

The shorter PAS-3 timeline makes advance preparation particularly important.

PAS-3 and Private Placement: A Simple Example

Suppose a Gurugram private limited company raises:

₹1 crore

through issue of equity shares to identified investors.

The company completes the applicable private-placement process and makes the allotment on 5 October.

The compliance team should immediately calculate the PAS-3 deadline based on the 15-day period specified by the current MCA instruction for private-placement allotments.

The company should not wait until its annual ROC compliance cycle.

Private placement is an event-based compliance process.

What Information Is Required in PAS-3?

The exact fields depend on the current MCA form and type of allotment, but the company should generally prepare information concerning:

• Company CIN

• Company name

• Registered office

• Date of allotment

• Type of securities

• Number of securities allotted

• Face value

• Nominal amount

• Issue price

• Premium, where applicable

• Amount paid

• Amount remaining unpaid, where applicable

• Details of allottees

• Mode/type of issue

• Private placement details, where applicable

• Relevant supporting documents

The company should prepare the information from its actual allotment records rather than relying on an old spreadsheet.

PAS-3 and Allottee Details

Allottee information is one of the most important parts of the filing.

The company should verify:

• Full name

• Address

• PAN or prescribed identification details

• Number of securities allotted

• Class of security

• Amount paid

• Other prescribed particulars

The details in PAS-3 should correspond with the company's:

• Application forms

• Allotment register

• Share register

• Bank records

• Board resolution

• Share certificates or dematerialised records, as applicable

A mismatch can create problems during later due diligence or compliance review.

PAS-3 and the Board Resolution

The company should maintain the Board resolution approving the allotment.

For example:

"Resolved that 25,000 equity shares of ₹10 each be and are hereby allotted to the applicants listed in the allotment statement..."

The exact wording will depend on the transaction.

The important point is that the resolution should establish:

• Number of shares

• Class of shares

• Allottees

• Allotment date

• Issue price

• Other relevant terms

The PAS-3 should then be prepared consistently with the approved allotment.

Documents Required for PAS-3

The exact attachments depend on the nature of the issue.

A practical PAS-3 working file may include:

• Board resolution for allotment

• Shareholder resolution, where applicable

• PAS-5/private-placement records, where applicable

• Offer letter

• Application forms

• Bank statements

• Allottee list

• Valuation report, where applicable

• Share subscription agreement, where applicable

• Allotment statement

• Relevant declarations

• Supporting corporate records

Not every document necessarily needs to be uploaded to MCA.

However, the company should preserve the underlying records supporting the allotment.

PAS-3 for Rights Issue

Companies can also need to consider PAS-3 after an allotment arising from a rights issue.

For example, a company offers existing shareholders:

1,00,000 equity shares

under a rights issue.

Suppose shareholders subscribe to:

75,000 shares

and the company subsequently allots those shares.

The company should examine the applicable PAS-3 requirement for the resulting allotment.

The working should reconcile:

• Offer

• Applications

• Amount received

• Shares accepted

• Shares allotted

• Refund, if any

• Closing capital

This prevents differences between the rights issue records and MCA filings.

PAS-3 for Bonus Shares

A company issuing bonus shares should also examine the return-of-allotment requirements.

Suppose a company declares a:

1:1 bonus issue

and allots:

5 lakh bonus equity shares

to eligible members.

The company should ensure that the allotment is properly authorised and recorded and that the applicable return-of-allotment filing is completed.

The company should also update its:

• Share capital records

• Register of members

• Financial statements

• Share certificates/demat records

• MCA records

as applicable.

PAS-3 and Preference Shares

PAS-3 is not limited to ordinary equity shares.

A company may also issue and allot preference shares.

The company should maintain details such as:

• Class of preference shares

• Number allotted

• Face value

• Issue price

• Rights attached to the shares

• Allottee details

• Amount received

• Relevant approvals

The PAS-3 should reflect the actual class and terms of the securities allotted.

PAS-3 and Convertible Securities

Companies sometimes issue securities that can later convert into equity.

The compliance treatment can differ depending on the instrument and stage of the transaction.

The company should distinguish between:

Issue of an instrument

and

Actual allotment of securities pursuant to conversion.

Where conversion results in an allotment of securities, the company should examine the applicable return-of-allotment requirements at that stage.

This is particularly relevant for startups, private companies and businesses raising multiple rounds of investment.

PAS-3 Does Not Replace Other MCA Forms

One of the biggest compliance mistakes is assuming that filing PAS-3 completes the entire share issue process.

It does not.

Depending on the transaction, a company may also need to consider:

• MGT-14

• PAS-4

• PAS-5

• SH-7

• CHG-1

• Other applicable filings

Example

A company increases its authorised share capital before issuing new shares.

It may need to complete:

Increase in authorised capital

→ Applicable shareholder resolution

→ Relevant MCA filing such as SH-7

→ Share issue/allotment

→ PAS-3

The exact forms depend on the structure and nature of the transaction.

The important lesson is that PAS-3 should be mapped as part of the complete share issue compliance process.

PAS-3 and MGT-14: What Is the Difference?

These two forms are often confused.

MGT-14

Used for filing specified resolutions and agreements that fall within the applicable provisions of Section 117.

PAS-3

Used for reporting the actual allotment of securities.

For example:

Share issue approval

→ MGT-14, where applicable

Actual allotment

→ PAS-3

They serve different compliance purposes.

Common Mistake: Filing PAS-3 Based on the Payment Date

Suppose an investor transfers money on:

1 August

but the shares are formally allotted on:

15 August

The company should not automatically calculate the PAS-3 deadline from 1 August.

The return-of-allotment filing is linked to the allotment event.

The company should therefore verify the actual allotment date from the Board records and allotment documentation.

Common Mistake: Missing the Private Placement Deadline

This is especially important.

A company may remember the general 30-day PAS-3 timeline and apply it to every allotment.

However, the current MCA PAS-3 Instruction Kit separately specifies a 15-day filing period for private-placement allotments.

Therefore, the compliance team should ask:

Was the allotment made pursuant to private placement?

If yes, the shorter timeline needs to be considered.

Common Mistake: Wrong Number of Shares

Suppose the company actually allots:

50,000 shares

but the PAS-3 working shows:

55,000 shares

This can affect the company's:

• Paid-up capital

• Shareholding

• Financial statements

• Register of members

• Investor records

• Future ROC filings

The number of securities should therefore be reconciled before filing.

Common Mistake: Wrong Issue Price

The company should distinguish between:

• Face value

• Securities premium

• Issue price

• Amount received

• Amount unpaid, where applicable

For example:

Face value: ₹10

Premium: ₹90

Issue price: ₹100

If the PAS-3 working treats ₹100 as face value, the capital records can become incorrect.

The form should reflect the applicable information in the prescribed manner.

Common Mistake: Allottee Details Do Not Match

Suppose the investor's legal name in the subscription documents is:

ABC Ventures Private Limited

but the PAS-3 working uses:

ABC Ventures Pvt. Ltd.

Although the difference may appear minor, corporate filings should use the appropriate legal details.

The company should verify allottee information against the underlying documents.

Common Mistake: Ignoring Partly Paid Securities

Where securities are issued with an amount remaining unpaid, the company should correctly capture the applicable information.

For example:

Face value: ₹100

Amount called/paid: ₹60

Amount unpaid: ₹40

The company should not simply report ₹100 as if the entire amount had already been paid.

The accounting records, allotment documents and MCA filing should remain consistent.

Common Mistake: Not Reconciling PAS-3 With Share Capital

After allotment, the company's paid-up share capital changes.

Suppose:

Existing paid-up capital: ₹50 lakh

New shares allotted: ₹20 lakh nominal value

Expected revised paid-up capital:

₹70 lakh

If the company's financial records show ₹70 lakh but PAS-3 reflects ₹68 lakh, the difference should be investigated.

The company should reconcile PAS-3 with:

• Share capital ledger

• Register of members

• Financial statements

• Share certificates/demat records

• Allotment resolution

Common Mistake: Filing PAS-3 Without Completing the Underlying Approval

PAS-3 reports an allotment.

It does not itself authorise the issue of securities.

Before allotment, the company should ensure that the required:

• Board approval

• Shareholder approval

• Private-placement process

• Valuation requirements

• Offer documentation

• Other applicable statutory requirements

have been completed.

The filing should reflect a properly completed corporate transaction.

Common Mistake: Ignoring Valuation Requirements

Certain share issues may involve valuation requirements under the Companies Act and applicable rules.

This can be particularly relevant for:

• Preferential issues

• Private placements

• Shares issued to strategic investors

• Non-cash consideration

• Certain conversion arrangements

The company should determine whether a valuation report is required before completing the transaction.

PAS-3 does not replace the valuation or approval requirements that may apply to the underlying issue.

Common Mistake: Incorrect Allotment Date

A wrong allotment date can affect the filing deadline.

Suppose the Board resolution records:

Allotment date: 12 October

but the PAS-3 working says:

15 October

The company should resolve the inconsistency before filing.

The date should be supported by the actual corporate records.

Common Mistake: Not Checking the MCA Filing History

Before submitting PAS-3, the company should verify whether another PAS-3 has already been filed for the same allotment event.

This is particularly important when:

• More than one compliance professional is working on the company

• The company changed consultants

• A previous filing was rejected

• A resubmission is pending

• Multiple tranches of investment were received

The company should identify the correct filing status before submitting another form.

PAS-3 for Multiple Tranches

Suppose a company raises funds in three separate allotment rounds:

Tranche 1: 1 April
Tranche 2: 20 May
Tranche 3: 15 July

Each allotment event should be examined separately for its applicable PAS-3 timeline.

The company should not assume that one annual PAS-3 can cover all three events.

The return-of-allotment requirement is linked to the individual allotment event.

Practical Example: Delhi Startup Raising Equity

A startup in Delhi receives investment from three investors.

The company agrees to issue:

1,00,000 equity shares at ₹200 per share

The total issue value is:

₹2 crore

The company completes the required issue process and passes the allotment resolution.

The compliance team should then:

• Confirm the allotment date

• Prepare the final allottee list

• Reconcile money received

• Verify share numbers

• Check face value and premium

• Prepare PAS-3

• Check whether the issue was private placement

• Calculate the applicable filing deadline

• Complete the MCA filing

• Update statutory records

If it is a private-placement allotment, the current MCA instruction's 15-day timeline becomes particularly important.

Practical Example: Noida Company Issuing Preference Shares

A Noida company issues preference shares to an investor.

The company should document:

• Type of preference shares

• Number issued

• Face value

• Issue price

• Rights

• Dividend terms

• Investor details

• Approval documents

• Allotment date

• Money received

After allotment, the company should examine the applicable PAS-3 requirements and complete the return within the prescribed period.

Practical Example: Gurugram Company Completing a Rights Issue

A Gurugram company makes a rights offer to existing members.

The company receives applications and completes the allotment.

The compliance team should reconcile:

• Number of shares offered

• Applications received

• Shares accepted

• Shares allotted

• Amount received

• Refunds, if applicable

• Revised share capital

PAS-3 should then be prepared based on the actual allotment.

PAS-3 Compliance Checklist

Before submitting PAS-3, companies should check:

• What type of securities have been allotted?

• What is the actual allotment date?

• Is this a general allotment or private-placement allotment?

• What is the applicable filing deadline?

• Has the allotment been properly approved?

• Is the number of securities correct?

• Is the face value correct?

• Is the issue price correct?

• Is the premium correctly identified?

• Are allottees correctly identified?

• Does the amount received reconcile with bank records?

• Does the allotment reconcile with the share capital ledger?

• Are shareholder records updated?

• Are required resolutions available?

• Are required supporting documents available?

• Is valuation documentation required?

• Are other MCA forms triggered?

• Is the DSC valid and registered?

• Has the form been reviewed before submission?

• Has the SRN and final filing copy been preserved?

PAS-3 Filing Workflow

A practical workflow can be:

Step 1: Complete the securities issue

Follow the applicable statutory process for the type of issue.

Step 2: Complete allotment

Pass the required allotment resolution and finalise the allottees.

Step 3: Record the allotment

Update the company's internal records.

Step 4: Prepare reconciliation

Match the allotment with:

• Applications

• Bank receipts

• Share capital

• Securities premium

• Allottee details

Step 5: Calculate the deadline

Use the applicable timeline based on the nature of the allotment.

Step 6: Prepare PAS-3

Enter the required corporate and allotment information.

Step 7: Attach supporting documents

Add the documents required for the specific transaction.

Step 8: Verify and certify

Complete the applicable DSC and professional certification process.

Step 9: File with MCA

Submit PAS-3 and pay the applicable filing fee.

Step 10: Preserve records

Keep the SRN, filed form and supporting documents with the company's corporate records.

PAS-3 and Future ROC Compliance

The PAS-3 filing can affect future company compliance.

The allotment information may later be reflected in:

• MGT-7/MGT-7A

• Financial statements

• Shareholding records

• Annual return

• Investor records

• Due-diligence documents

• Future share issues

This is why even a small PAS-3 error can become a larger reconciliation issue later.

Final Takeaway

PAS-3 is the MCA return used to report the allotment of securities to the Registrar.

Under the general rule, the return of allotment is filed within 30 days of allotment, while the current MCA PAS-3 Instruction Kit specifies a 15-day filing period for private-placement allotments.

The most important part of PAS-3 compliance is therefore not simply completing the form. The company should make sure that:

• The underlying issue was properly authorised

• The allotment was properly completed

• The allotment date is correct

• The allottees are correctly identified

• Money received is reconciled

• Share capital is reconciled

• The correct filing timeline is applied

• Related MCA forms are considered

• The filing is completed within the prescribed period

For companies in Delhi, Noida, Gurugram, Ghaziabad, Faridabad and across India, maintaining a transaction-level ROC compliance checklist can make share allotment reporting much easier to manage.

Need Help With PAS-3 Filing?

If your company needs assistance with PAS-3 filing, share allotment compliance, private placement documentation, rights issue compliance or broader ROC/MCA filings, FilingSuvidha can help coordinate the applicable compliance process.

Website: FilingSuvidha
Phone: +91-9625995981
Email: info@filingsuvidha.com

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Disclaimer

This article is intended for general informational purposes only and should not be treated as legal, company-secretarial, accounting or professional advice. PAS-3 requirements can vary depending on the type of securities, issue method, company structure and applicable provisions. Companies should verify the latest Companies Act, applicable rules, MCA forms, instruction kits and notifications before filing.