e-Form PAS-3 is required to be filed as per Section 39(4) and 42(9) of the Companies Act, 2013, and rule 12 and 14 Companies (Prospectus and Allotment of Securities) Rules, 2014.
Whenever any company makes any allotment of shares or securities, it is required to file a return of allotment in e-Form PAS-3 to Registrar on MCA Portal including the complete list of allottees to whom the securities have been issued.
Information to be furnished in form PAS-3
Following information need to be entered in form PAS-3:
- Corporate Identification Number (CIN)
- Securities allotted payable in cash or for consideration other than cash
- Number of total allotment made
- Date of allotment
- Date of passing shareholder’s resolution
- SRN of Form No. MGT-14
- Nature of allotment i.e. Preference shares/equity shares without differential rights or equity shares with differential rights or debentures
- Details about allotment
- Details of consideration
- Likewise, Details of bonus shares
- Details of private placement
- The capital structure of the company after considering allotment.
- Debt structure of the company after considering allotment
- Whether the complete list of allottees has been enclosed as an attachment
Likewise, If shares are allotted for consideration other than cash then details of maximum 3 allotments can be entered. If the total number of allotment exceeds 3 then the company is required to file a separate form for allotment beyond 3
Likewise, If shares are allotted for consideration other than cash then details of maximum 3 allotments can be entered. If the total number of allotment exceeds 3 then the company is required to file a separate form for allotment beyond 3
Due Date for Filing Form PAS-3
Case-1: Allotment of shares to Public at large
If a company makes allotment of shares to public at large then company shall file with the registrar a return of allotment of shares within 30 days in form PAS-3.
Case-2: Allotment of shares through private placement
If a company makes allotment of shares through private placement then the company shall file with the registrar a return of allotment in form PAS-3 within 15 days of allotment.
Due dates to file return of allotment of shares can be better understood as follows:
| Manner of allotment | Time limit of filing PAS-3 |
| Allotment of shares to public at large | Within 30 days of allotment of shares |
| Allotment of shares through private placement | Within 15 days of allotment of shares |
Sample Form PAS-3
What is the procedure of Filing Form PAS-3?
Time needed: 5 minutes
- Download Form
First and foremost, the form must be downloaded from the MCA Portal.
- Enter CIN & click on Pre-fill
Users can avail pre-fill facility which auto-fills the form based on details that have already been collected.
- Fill additional details with respect to allotment and capital structure of the company
Next, the form must be filled carefully by entering the information relating to the allotment as mentioned above in the article, and all the other details it asks must be provided such as the capital structure of the company or details of bonus shares. Please make use of the instruction kit
- Attach Documents
Next, upload the necessary documents and attachments as mentioned above.
- Sign & Submit Form
Before submitting go through the form once again and check for errors. Attach your digital signature to authorize the form, and then click Submit.
- Upload Form
Upload the form and pay the required transaction fees.
Note down the SRN number which has been generated for future reference
Attachments Required
- List of allottees, separate list for each allotment is mandatory.
- Copy of Board or Shareholders’ resolution approving allotment of shares is mandatory in all cases
- Valuation Report from the registered valuer is mandatory in case obtained from valuer.
- Copy of Contract/Complete particulars of contract duly stamped is mandatory to attach in case securities are issued other than cash
- Complete record of private placement offers and acceptances in Form PAS-5 is mandatory in case of private placement
- Copy of the special resolution authorizing the issue of bonus shares is mandatory in case of bonus issue.
Fees for Filing PAS-3 Form
In case of company having share capital
| Nominal Share Capital | Fee applicable |
| Less than 1,00,000 | Rupees 200 |
| 1,00,000 to 4,99,999 | Rupees 300 |
| 5,00,000 to 24,99,999 | Rupees 400 |
| 25,00,000 to 99,99,999 | Rupees 500 |
| 1,00,00,000 or more | Rupees 1,000 |
In case of company does not have share capital flat fees of Rupees 200 is applicable
Additional Fee in case of delay in filing of PAS-3
If company fails to file PAS-3 within prescribed time then additional fee shall be applicable as follows:
| Period of delays | Additional Fee |
| Up to 30 days | 2 times of normal fees |
| More than 30 days and up to 60 days | 4 times of normal fees |
| More than 60 days and up to 90 days | 6 times of normal fees |
| More than 90 days and up to 180 days | 10 times of normal fees |
| More than 180 days and up to 270 days | 12 times of normal fees |
Consequences of non-filing of Form PAS-3
Case-1: Allotment of shares to Public at large
If company fails to file PAS-3 within 30 days from date of allotment then the company and the officer in default will be liable to penalty of INR 1,000 for each day during which defaults continues or INR 1,00,000, whichever is less.
Case-2: Allotment of shares through private placement
If company defaults in filing of PAS-3 within 15 days then the company, its promoters and directors shall be liable to a penalty of INR 1,000 for each day during which such default continues but not exceeding INR 25 Lacs.
FAQs
The Company shall maintain a complete record of private placement offers in Form PAS-5.
The amount can be utilised only after filing PAS-3.
Issuer Company shall allot its securities within 60 days from the date of receipt of the application money; and
If the Company is not able to allot the securities within that period, it shall repay the application money to the subscribers within 15 days from the date of completion of 60 days; and
If the company fails to repay the application money within the aforesaid period, it shall be liable to repay that money with interest at the rate of 12% per annum from the expiry of the sixtieth day.
Hi @Nandana
e-Form PAS-3 is to be filed with RoC. If the allotment is through Private Palcement, PAS-3 is required to be filed within 15 days of allotment and in case allotment is made to public at large, within 30 days of allotment.
Hope this helps!
What attachments are required with PAS-3
Hi @Nandana
PAS-3 is the return of allotment to be filed with RoC once the allotment of shares is made. Certified true copy of board resolution and a list of allottees must be attached with PAS-3.
Hope this helps!
Who shall sign a share certificate?
Hi @emmy
When shares are issued by a Company, the share certificate must be signed by at least two directors or one director and the company secretary, if appointed.
Hope this helps!
@Sakshi_Shah1 can you help?
Hi @Farzeen
Whenever any company makes any allotment of shares or securities, it is required to file a return of allotment in e-Form PAS-3 to Registrar on mca portal with the complete list of allottees to whom the securities have been issued.
As per the Instruction Kit of filing PAS-3, details of maximum five such allotments can be filed through this eForm. However, if the total number of allotments is more than five, then file another eForm
PAS-3 for remaining such allotments.
Read more about it here - Instruction Kit PAS-3
Hey @Bharti_Vasvani can you please help here
Hey @Gowtham_Raj,
In this case, 2 allottments will be considered, preference share allotment will be considered as one allotment and another as debenture.
Hope this helps!
Hi @harshjain
A share certificate should be signed by either 2 company directors or 1 director and a company secretary.