Form PAS-3 — Return of Allotment

How to file

Step-by-step process — from trigger event to ROC approval.

1. 01
   Pass board resolution authorising allotment

   After confirming that the special resolution under Section 62(1)(c) is in place (filed via MGT-14) and consideration has been received in full, the Board passes a resolution allotting specific securities to specific allottees. The resolution lists each allottee, number of securities, class, and consideration.

2. 02
   Record in registers and issue share certificates

   Update the Register of Members (MGT-1) or Register of Debenture-holders. Issue share certificates within 2 months of allotment (Section 56(4)). Pay applicable stamp duty on the certificates per the state stamp law (Karnataka, Maharashtra and Delhi rates differ).

3. 03
   Obtain valuation report (where premium or non-cash)

   For any allotment at a premium or for non-cash consideration, obtain a Registered Valuer's report under Rule 11UA of the Income Tax Rules read with Section 56(2)(viib). For non-resident allottees, also obtain a fair value certificate per FEMA pricing guidelines (CCPS pricing).

4. 04
   Prepare the list of allottees in the prescribed format

   Excel template provided by MCA — name, father's name, address, occupation, PAN, nationality, number of securities, nominal value, premium, total consideration. Upload as a PDF attachment. Reconciliation: total nominal × shares = paid-up capital increase reported in PAS-3.

5. 05
   Fill the e-form and attach supporting documents

   Download PAS-3 from MCA21. Enter CIN, date of allotment, type and class of securities, total consideration, premium component. Attach the list of allottees, board resolution, special resolution (where applicable), valuation report, and PAS-4 (for private placements).

6. 06
   Affix DSCs and submit within 30 days

   DSC of a director and the certifying practising professional. Run pre-scrutiny. Upload, pay slab fee plus delay additional fee if any. Save the SRN. For non-resident allottees, simultaneously file FC-GPR with the RBI through the AD bank under FIRMS within 30 days.

7. 07
   Cross-check with MGT-7 at year-end

   When preparing MGT-7 for the financial year, ensure the total of all PAS-3 allotments reconciles to the closing share capital. Any unexplained gap will be flagged by the ROC's automated reconciliation.

Attachments required

Documents to prepare before opening the e-form.

• List of allottees — name, father's name, address, occupation, PAN, number of shares allotted, consideration, nominal value, premium
• Board resolution approving the allotment
• Special resolution under Section 62(1)(c) (for private placement to persons other than existing shareholders)
• Valuation report by a Registered Valuer for non-cash consideration or premium pricing (mandatory for issues to non-residents and for issuance at a premium)
• Copy of the Private Placement Offer Letter (PAS-4) and the records of offers/applications maintained in PAS-5 — required for Section 42 private placements
• Bank statement evidencing receipt of consideration (often requested by ROC during scrutiny)
• FC-GPR filing reference number if the allottee is a non-resident (separate RBI filing under FEMA)

Common pitfalls

Where filings get rejected, delayed, or flagged in due diligence.

• Filing PAS-3 before the consideration has been fully received — Section 39 requires consideration in full before allotment. Allotment without receipt is void and the PAS-3 is defective.
• Treating share application money as 'allotment' — money received prior to allotment is share application money and not reportable in PAS-3 until actual allotment by board resolution. If allotment is not made within 60 days, the money becomes a deposit under DPT-3.
• Missing the PAS-4/PAS-5 trail for Section 42 private placements — every private placement requires PAS-4 (offer letter to identified persons) before money is collected, PAS-5 (record of offers) maintained internally, then PAS-3 after allotment. Skipping PAS-4 invalidates the entire round.
• Allotting at a premium without a valuation report — Rule 13 of the Companies (Share Capital and Debentures) Rules 2014 requires a Registered Valuer's report for any allotment at a price other than face value (subject to limited exemptions).
• Allotting to a non-resident without FEMA compliance — FC-GPR must be filed with RBI within 30 days. PAS-3 to ROC and FC-GPR to RBI are independent — both must be filed.
• Including CCPS in the equity section instead of the preference section — CCPS are preference shares (compulsorily convertible into equity). The PAS-3 has separate fields and totals must reconcile to the next MGT-7.

Frequently asked questions

Practical answers to the questions CS and CA teams hear most.

Related forms

Filings that commonly trigger together with Form PAS-3.