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Share Allotment and PAS-3 in India 2026

Share Allotment and PAS-3 from KAMRIT. Senior expert accountability, transparent fixed-fee pricing, 100% online delivery across India.

When a company allots shares to investors, the clock starts ticking on multiple statutory deadlines. Under the Companies Act 2013, Section 42 read with the Companies (Prospectus and Allotment of Securities) Rules 2014, every share allotment carried out through a private placement must be accompanied by a Form PAS-3 filing with the MCA within 30 days of the board resolution. Failure to meet this deadline attracts a penalty of ₹10,000 per day of default, levied without any ceiling under Section 447 of the Act. Beyond the filing deadline, the process demands precise sequencing: a compliant offer letter, a minimum 5-day cooling period between offer and receipt of application money, a segregated statutory bank account, and an updated register of members maintained under Section 45 of the Act. In 2026, investor due diligence has become far more rigorous, with PAN-linked KYC under Income Tax Rules and SEBI norms raising the documentation bar for every allottee. KAMRIT Financial Services LLP manages the complete end-to-end lifecycle of a share allotment under Section 42: from drafting the private placement offer letter in Form PAS-3, through the board resolution and fairness opinion where applicable, to MCA21 portal filing and the post-filing updation of statutory registers and share certificates. Our in-house Company Secretaries cross-check every form version, DIN status, PAN validity, and portal SRN in real time, so that the filing clears MCA scrutiny the first time and no avoidable penalty clock begins.

What is Share Allotment and PAS-3 in India 2026?

Share Allotment under Section 39 of the Companies Act 2013 refers to the formal issue of shares by a company to one or more persons, against payment of consideration. When that issue is made to a select group of persons without a public offer, it constitutes a Private Placement governed by Section 42 of the Act and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules 2014. Section 42 mandates that every private placement must be accompanied by a private placement offer letter in Form PAS-3, sent sequentially to identified persons with a minimum application value of ₹25,000 per allottee. The company must maintain a separate bank account exclusively for application money received, and at least 5 days must elapse between the date of dispatch of the offer letter and the date of receipt of application money. Within 30 days of the date of the board resolution authorizing the allotment, the company must file Form PAS-3 with the MCA through the MCA21 portal. Form PAS-3 requires disclosure of the number and class of shares allotted, the names and PAN of allottees, the consideration received, and the date of allotment. Simultaneously, the company must update its Register of Members under Section 45 and issue share certificates within 2 months of the date of allotment under Section 56. The owner of this compliance is the Ministry of Corporate Affairs, which processes Form PAS-3 filings through the MCA21 portal. Both listed companies under SEBI (ICDR) regulations and unlisted companies are subject to these provisions, with listed companies additionally requiring a merchant banker fairness opinion for allotments to related parties. KAMRIT handles this entire workflow as a single managed engagement.

Who needs this

Share Allotment through private placement applies to every Indian company incorporated under the Companies Act 2013 that is issuing shares to a select group of identified persons rather than to the public. The following conditions must all be met.

  • The company must be incorporated and active under the Companies Act 2013, with its MCA DIN status showing Active-Confirmed.
  • The companys Memorandum of Association must contain a Share Capital clause reflecting the authorised capital, and the clause must be updated if the capital is being increased.
  • The board must pass a valid board resolution under Section 173 of the Act authorising the allotment, with quorum requirements met and the resolution recorded in the minutes book.
  • Every allottee must have a valid and verified PAN under Income Tax Rules. PAN-linked KYC is mandatory for Indian residents; for foreign nationals, passport and OCI/PIO proof is required.
  • The minimum application value must be ₹25,000 per allottee as prescribed under Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules 2014.
  • The private placement offer letter must be dispatched sequentially to identified persons with at least a 5-day gap between dispatches under Section 42(2)(a).
  • A separate bank account in the name of the company must be opened and used exclusively for receiving application money under Section 42(4).
  • Application money must be received within 3 months of the date of the offer letter, failing which the offer lapses under Section 42(5).
  • If the company is listed on any stock exchange, a fairness opinion from a registered merchant banker is required for allotments to related parties under SEBI ICDR Regulations 2009.
  • Form PAS-3 must be filed within 30 days of the board resolution date under Section 42(7); there is no provision for condonation of delay by the RoC.

Documents required

The document stack for a share allotment filing under Section 42 requires originals or certified copies of each item below. KAMRIT reviews and organises every document before the board meeting is convened.

  • Board resolution authorising the allotment, specifying the number of shares, class, issue price, and the allottees, passed with due quorum under Section 173.
  • Private Placement Offer Letter in Form PAS-3, drafted to comply with Section 42(2) and Rule 14(1), showing the minimum application value and the 30-day validity period.
  • MGT-14 filing details if the allotment requires a special resolution passed by shareholders under Section 117.
  • Updated Share Capital clause from the Memorandum of Association if the authorised capital is being increased, with Form 5 filed with MCA.
  • Copies of valid PAN cards of all allottees, self-attested and verified against Income Tax records.
  • Address proof of each allottee: Aadhaar card, voters ID, driving licence, or passport as applicable.
  • Form PAS-3 (MCA portal-generated XML) with SRN acknowledgment from the MCA21 filing.
  • Passport-size photographs and KYC declarations signed by each allottee.
  • Fairness opinion from a registered merchant banker (for listed company allotments to related parties) under SEBI ICDR Regulations 2009.
  • Bank statement or ledger copy showing receipt of application money in the designated statutory bank account.
  • Updated Register of Members (Form MBP-4 under Section 45) reflecting the new allottees.
  • Form PAS-4 Private Placement Memorandum, filed with RoC within 30 days of the board resolution as per Section 42(8).

How KAMRIT runs it, step by step

KAMRIT executes the share allotment workflow in six sequential stages, each controlled by an in-house Company Secretary. Government processing timelines are indicated separately as they fall outside KAMRITs direct control.

  1. Due Diligence and Document Collection. KAMRIT begins with a structured document checklist shared with the client on engagement day. Our team verifies the companys DIN status, MCA filing history, MoA share capital clause, and the current list of members. Allottees submit self-attested PAN copies and address proof, which are verified against Income Tax records. Any discrepancy in the authorised capital clause of the MoA is flagged and rectified before the board meeting is convened. This stage typically takes 1 to 2 working days from kickoff.
  2. Drafting the Private Placement Offer Letter. The private placement offer letter is drafted in Form PAS-3 format in compliance with Section 42(2) of the Act and Rule 14 of the Rules. The letter specifies the number of shares, class, issue price, premium if any, minimum application value of ₹25,000, the last date of validity (30 days from the date of the letter), and the designated bank account details for remittance of application money. KAMRIT reviews the draft with the client and incorporates their instructions before finalising the offer letter. This stage takes 2 to 3 working days.
  3. Board Meeting and Allotment Resolution. The board meeting is convened under Section 173 with proper quorum. The agenda includes the private placement resolution, allotment of shares to the named allottees, and authorisation of Form PAS-3 filing. For listed companies, the board also notes the fairness opinion for related-party allotments. The Special Resolution number and SRN (filed via Form MGT-14 if required under Section 117) are noted in the minutes. The board resolution date becomes the trigger for the 30-day PAS-3 filing deadline. This step takes 1 to 2 working days from the date all pre-meeting documents are confirmed.
  4. Allotment Execution and Application Money Receipt. On the date of the board resolution, KAMRIT updates the companys Register of Members (Form MBP-4) with the new allottees, reflecting the date of allotment as the board resolution date. Allottees remit application money to the designated statutory bank account. Under Section 42(5), application money must be received within 3 months of the date of the offer letter. KAMRIT confirms receipt of funds against each allottee and issues an acknowledgement. Share certificates are prepared for issue within 2 months of the date of allotment under Section 56.
  5. Form PAS-3 Filing on MCA21 Portal. KAMRIT prepares the Form PAS-3 XML file using theMCA portal and enters all mandatory fields: company CIN, dates of offer letter and board resolution, number and class of shares, PAN of each allottee, consideration details, and the securities premium amount where applicable. Form PAS-4 (Private Placement Memorandum) is also prepared under Section 42(8). Both forms are filed on the same day, with the SRN (Service Request Number) tracked in real time. Government filing fees are remitted alongside the form. This step is executed within 5 to 7 working days of the board resolution date, well within the 30-day statutory window.
  6. Post-Filing Confirmation and Statutory Register Updates. Once MCA processes Form PAS-3, KAMRIT downloads and preserves the filing acknowledgement and Challan receipt. The Register of Members is updated with allotment dates and share certificate numbers. Form MGT-9 (Directors Report on shareholdings) is reviewed for alignment with Form PAS-3 disclosures ahead of the next Annual General Meeting. KAMRIT delivers the complete compliance folder to the client including the MCA filing acknowledgement, updated MBP-4 register, and share certificate copies. This stage takes 2 to 4 working days from MCA approval.

Timeline

The complete share allotment engagement from kickoff to MCA filing acknowledgement typically runs 15 to 22 working days, subject to document readiness and MCA portal processing speed. KAMRIT-controlled stages, document collection, offer letter drafting, board meeting facilitation, and form preparation, account for approximately 7 to 10 working days and are fully within KAMRITs direct management. Government-controlled stages are the MCA21 portal processing of Form PAS-3, which generally takes 3 to 7 working days from the date of filing, though this range can extend during periods of high MCA workload or portal maintenance. Companies with share capital increases requiring Form 5 to be filed alongside PAS-3 may see an additional 3 to 5 working days added to the overall timeline. If the company is listed and requires a merchant banker fairness opinion under SEBI ICDR, the fairness opinion alone typically adds 3 to 5 working days. KAMRIT files Form PAS-3 within the first half of the 30-day statutory window in every engagement, leaving adequate buffer before the statutory deadline for any resubmission if the MCA raises a clerical objection (such as a mismatched PAN or an incorrect allotment date).

How our pricing compares

KAMRIT offers the Share Allotment and PAS-3 filing service at a starting price of ₹3,499, which positions us significantly below IndiaFilings at ₹4,999 to ₹8,999, Vakilsearch at ₹5,000 to ₹10,000, ClearTax at ₹5,999 to ₹12,000, and LegalRaasta at ₹4,499 to ₹9,499 for comparable engagements. These competitors typically offer a standard document checklist with filing assistance but do not include in-house Company Secretary oversight at every stage, proactive PAN verification of allottees before filing, or a dedicated compliance folder with the MCA acknowledgement and updated MBP-4 register delivered as standard. KAMRITs ₹3,499 starting price covers document review, offer letter drafting, Form PAS-3 preparation and MCA portal filing, and post-filing confirmation. GovernmentMCA filing fees of ₹200 per day of filing (for companies with paid-up capital up to ₹1 crore) or ₹500 per day (for larger companies) are charged separately and passed through to the client at actuals; these fees are not absorbed in the service fee. Stamp duty on share certificates varies by state and is also charged separately at actuals. KAMRIT does not levy additional charges for multiple allottees in a single engagement unless the count exceeds 20, which is clearly communicated upfront. Our price advantage over IndiaFilings, Vakilsearch, ClearTax, and LegalRaasta reflects our lean, technology-enabled execution rather than a reduction in service depth, every KAMRIT engagement is supervised by a qualified Company Secretary, and Form PAS-3 is reviewed twice before portal submission.

Common mistakes KAMRIT avoids

The most consequential errors in share allotment compliance arise from misreading the sequencing requirements of Section 42. Below are the mistakes KAMRIT most frequently corrects for clients who come to us after an earlier attempt.

  • Filing Form PAS-3 before the board resolution date is entered in the form. MCA rejects PAS-3 filings where the allotment date in the form precedes the resolution date shown in the board minutes.
  • Skipping or compressing the 5-day cooling period between dispatch of the offer letter and receipt of application money under Section 42(2)(a), making the private placement legally non-compliant.
  • Allowing application money to be received in the companys general operating account rather than the designated statutory account, which invalidates the compliance under Section 42(4).
  • Entering an incorrect or unverified PAN for even one allottee, which triggers a Form PAS-3 rejection by the MCA21 portal under Income Tax Rules.
  • Failing to file Form PAS-3 within 30 days of the board resolution, which attracts a penalty of ₹10,000 per day of default under Section 447 with no maximum cap.
  • Neglecting to file Form PAS-4 (Private Placement Memorandum) simultaneously with PAS-3 under Section 42(8), which exposes the company to a separate penalty proceeding.
  • Missing the 2-month deadline under Section 56 for issuing share certificates to allottees, which independently triggers a penalty of ₹1,000 per day per certificate.

Frequently asked questions

How much does Share Allotment and PAS-3 cost in India 2026?

KAMRIT's published starting price for Share Allotment and PAS-3 is ₹3,499. Pricing is fixed-fee with no hidden charges. Government fees are extra and disclosed separately. The exact fee depends on scope, state, and any add-ons. See the package cards on this page for tiered options.

What documents will KAMRIT need for Share Allotment and PAS-3?

KAMRIT shares a precise checklist on the kickoff call within one business day of your enquiry. Typical documents include identity and address proof of the directors or principal officer, business address proof, and any service-specific supporting documents.

How long does Share Allotment and PAS-3 take?

Timelines depend on regulator processing. KAMRIT initiates filings within one business day of receiving complete documents and tracks every notification. For most India-based filings the end-to-end timeline is 7 to 21 working days.

Does KAMRIT serve clients outside Delhi and Noida?

Yes. KAMRIT serves clients across India and globally. The team is headquartered at 1372, Kashmere Gate, Delhi 110006 and at 4th Floor, C130, Sector 2, Noida 201301 (Uttar Pradesh), with engagement teams across Mumbai, Bengaluru, Hyderabad, Chennai, and Pune.

Can KAMRIT also handle ongoing compliance after Share Allotment and PAS-3?

Yes. KAMRIT supports the entire compliance lifecycle. Most clients move to a fixed-fee monthly retainer covering GST, TDS, ROC, payroll, PF, ESI, and FEMA after their initial registration is complete.

Is the pricing all-inclusive?

KAMRIT's professional fee is fixed and transparent. Government statutory fees, stamp duty, and any third-party costs (notarisation, valuation reports, etc.) are extra and disclosed before work starts.

How do I get started with Share Allotment and PAS-3?

Send your enquiry through our contact form. A senior KAMRIT expert reviews it within one business day and replies with a precise document checklist and a fixed-fee quote.

Get started with Share Allotment and PAS-3

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