Form PAS-3 Filing Guide 2026: Deadline, Documents & Penalty

PAS-3 Filing: Deadline, Documents and Penalty

Every time a company hands out new shares, whether that's a rights issue, an ESOP exercise, or a fresh round of investor funding, the board resolution alone doesn't finish the job. The allotment only becomes official in the eyes of the Ministry of Corporate Affairs once Form PAS-3 is filed and approved. Until that happens, the new shareholders technically don't exist on the company's MCA record, no matter how solid the paperwork looks internally.

Here's a full breakdown of what PAS-3 covers, when the clock actually starts ticking, what needs to be attached, and where companies most often get the filing wrong.

What Form PAS-3 actually is

Form PAS-3 is the return of allotment that a company with share capital files with the Registrar of Companies under Section 39(4) of the Companies Act, 2013, read with Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. It records the allotment date, the class and type of security, the number of securities issued, the price, and the full list of people who received shares.

The form matters more than its paperwork status suggests. Even after a board or shareholder resolution approves an allotment, that change sits outside the company's official capital structure on MCA records until PAS-3 clears. Any due diligence exercise, future funding round, or share transfer that relies on an accurate cap table will run into that gap if the filing is pending.

When does PAS-3 need to be filed

This is where a lot of confusion happens, because the deadline isn't a flat 30 days in every case.

• Standard allotments (rights issues, ESOP exercises, bonus shares, conversion of instruments like SAFEs or CCDs) must be filed within 30 days of the allotment date, under Section 39(4) and Rule 12.
• Private placement allotments made under Section 42 have a shorter window: 15 days from the date of allotment, under Section 42(9) read with Rule 14.

Missing that distinction is one of the most common errors in practice. Treating every allotment as a 30-day filing, when the shares were actually issued through private placement, means the company is already in default before anyone notices.

The clock starts from the date the board (or an authorised committee) passes the allotment resolution, not from when funds land in the bank account or share certificates go out. If the due date falls on a public holiday, the filing still needs to reach the MCA portal on time, so most company secretaries build in two to three working days of buffer rather than filing on the deadline itself.

Documents needed for PAS-3

The exact attachments depend on how the allotment was made and what was issued, but the return typically needs:

• A certified list of allottees, showing each person's name, address, occupation, and number of securities, signed off as complete and correct
• The board resolution approving the allotment
• The special resolution, where shareholder approval was required (this also gets reported separately on MGT-14)
• A registered valuer's report, if securities were issued for consideration other than cash
• A stamped copy of the contract underlying a non-cash allotment, such as an asset or services swap
• For private placements specifically, the offer record maintained in PAS-5 and the return of private placement already filed in PAS-4

Bonus issues are the one common exception to the valuation requirement. Since bonus shares come from capitalising reserves rather than fresh consideration, no valuer's report applies, though the board and shareholder resolutions authorising the bonus still need to be attached.

Penalty for late or missed PAS-3 filing

Section 39(5) sets the penalty for standard allotments at Rs. 1,000 per day of default, capped at Rs. 1 lakh, applied to both the company and every officer in default.

Private placement defaults are treated more strictly. Because Section 42 carries its own separate consequence, a company that misses the 15-day window for a private placement allotment faces the same Rs. 1,000-per-day rate, but the liability extends to the company, its promoters, and its directors, with the cap raised to Rs. 25 lakh rather than Rs. 1 lakh.

Even once the penalty caps out, the allotment stays unrecorded on MCA data until the form is actually filed and processed. Paying the maximum fine doesn't substitute for filing.

How to file PAS-3 on the MCA V3 portal

PAS-3, along with most event-based forms, now runs through the MCA V3 platform. The broad steps look like this:

1. Log into the MCA V3 portal and open the PAS-3 web form under the company's compliance filings.
2. Enter the type of security, the allotment date, the class of shares, the number allotted, and the issue price.
3. Fill in the pre-allotment and post-allotment capital figures so the system reconciles the cap table.
4. Attach the certified list of allottees, the board resolution, and, for non-cash issues, the valuation report and stamped contract.
5. Affix the Digital Signature Certificate of an authorised director, and get professional certification where the rules call for it. Note that MCA V3 now requires a Class 3 DSC; Class 2 certificates are no longer issued.
6. Pay the slab-based fee tied to the company's nominal share capital and submit to generate the Service Request Number (SRN).

Once the Registrar reviews and approves the form, the allotment gets reflected in the company's master data. Keep the SRN and the payment challan in the statutory records, since they're the proof of filing if the point ever gets questioned later.

PAS-3 versus SH-7 versus MGT-14

These three forms often get triggered around the same funding event, but they're not interchangeable, and filing one doesn't excuse skipping another.

A typical priced funding round follows this order: the authorised capital gets increased first (if the round exceeds the existing limit), MGT-14 covers the special resolution, the actual allotment happens, and PAS-3 closes the loop. If any one of these steps gets skipped, the others filed correctly won't fix the gap.

Common mistakes companies make with PAS-3

• Counting the 30-day window from when funds were received instead of from the allotment resolution date
• Filing PAS-3 before increasing authorised capital through SH-7, when the allotment exceeds the existing limit
• Skipping the private placement's shorter 15-day deadline and defaulting under the higher Rs. 25 lakh cap
• Leaving out the registered valuer's report for non-cash allotments
• Submitting an uncertified list of allottees, when the signatory is required to certify it as complete and correct
• Assuming an ESOP exercise doesn't need its own filing; each batch of shares issued on exercise triggers a separate PAS-3
• Treating MGT-14 as covering the allotment itself, when it only records the underlying resolution

Frequently asked questions

Is PAS-3 required for a rights issue to existing shareholders?

Yes. Any allotment by a company with share capital triggers PAS-3, including a rights issue to existing members, filed within 30 days with the certified allottee list and board resolution attached.

Does private placement have a different PAS-3 deadline?

Yes. Private placement allotments under Section 42 must be filed within 15 days, not 30, and the penalty for missing this deadline extends to promoters and directors with a Rs. 25 lakh cap.

Does a bonus issue need a valuation report in PAS-3?

No. Bonus shares are capitalised from reserves rather than issued for consideration, so the valuer's report doesn't apply, though PAS-3 filing within 30 days is still mandatory.

Can one PAS-3 filing cover two allotments made on different dates?

No. Each allotment date needs its own return, since combining separate events risks a defective filing and an inaccurate cap-table record.

What's the difference between PAS-3 and the return of private placement?

The return of private placement is filed through PAS-4, with the offer record in PAS-5. PAS-3 comes after, once shares are actually allotted, and a private placement round generates both filings.