Form PAS-3 is the return of allotment — filed every time a company issues shares, whether a private placement, rights issue, bonus, ESOP exercise or loan conversion. The deadline splits by route: 15 days from allotment for private placements under section 42, 30 days for everything else.
For funded startups this is the highest-stakes routine filing there is, because of the money-lock: private-placement money legally cannot be spent until the allotment is made and PAS-3 is filed. Spend early and the exposure under section 42(10) runs to the amount raised or ₹2 crore, whichever is lower — with real ROC orders to prove it. CapEasy runs allotments end to end so the round closes clean.
Deadlines by allotment type
| Allotment route | PAS-3 deadline |
|---|---|
| Private placement (section 42) | 15 days from allotment |
| Rights issue, bonus issue, ESOP exercise, preferential allotment, conversion of loans or debentures | 30 days from allotment |
Bonus issues need PAS-3 even though no money moves. Allotment itself must happen within 60 days of receiving private-placement money, failing which refund in 15 days or carry 12% interest.
The money-lock rule
Section 42(4) is strict: private-placement monies stay in the separate share-application bank account and cannot be utilised unless the allotment is made and the PAS-3 return is filed. Filing is a precondition to spending, not a formality to catch up on. Defaults stack: ₹1,000 per day (capped at ₹25 lakh) for the late return under section 42(9), and up to the amount raised or ₹2 crore — whichever is lower — plus mandatory refund with interest where money was raised or used in contravention, under section 42(10).
Attachments
- The list of allottees — name, address, PAN, email, securities allotted and consideration — as a certified attachment.
- Certified board (and where applicable shareholders’) resolutions approving the allotment; for private placements, the special-resolution MGT-14 SRN is asked for in-form.
- A registered valuer’s report for private-placement or preferential pricing and any allotment for consideration other than cash.
- The complete private-placement record in PAS-5, and the stamped contract where shares are issued for non-cash consideration.
Fees — and the stricter repeat-offender list
The normal fee is the ₹200–₹600 slab. But PAS-3 sits with INC-22 on the higher additional-fee list: file late twice within 365 days and the multipliers become 3x, 6x, 9x, 15x and 18x instead of the standard ladder. Non-private-placement filing defaults also carry a section 39(5) penalty of ₹1,000 per day, up to ₹1 lakh.
| Delay | Additional fee |
|---|---|
| Up to 30 days | 2x the normal fee |
| 31 – 60 days | 4x |
| 61 – 90 days | 6x |
| 91 – 180 days | 10x |
| Beyond 180 days | 12x (no upper band — it stays 12x indefinitely) |
How to file PAS-3 on MCA V3
- Complete the allotment properly — for private placements: special resolution, PAS-4 offer letters, money in the separate account, allotment within 60 days of receipt.
- Log in to MCA V3 → Company e-Filing → PAS-3; enter allotment date, class, numbers, price and consideration type.
- Attach the resolutions, allottee list, valuation report and PAS-5 as applicable.
- Affix the director’s DSC with mandatory certification by a practising CA, CS or cost accountant.
- Submit and pay against the SRN — minding the 15-day clock for private placements. Then issue share certificates within 2 months of allotment.
How this date is calculated (and why other sites say a day earlier)
The Companies Act sets this deadline as a number of days measured from an event — the AGM, the incorporation date, the board meeting. How those days are counted is not left to convention: section 9 of the General Clauses Act, 1897 governs it for every Central Act. Where a period runs from a day, that first day is excluded. Where it runs to a day, the last day is included.
So for a company holding its AGM on the statutory last date of 30 September 2026, the thirty days begin on 1 October, not on 30 September. Day 30 falls on 30 October 2026.
Many commercial compliance sites publish 29 October for the same fact. That comes from counting the AGM day itself as day one — inclusive counting, which section 9 rules out. It is a single day, and a single day is the difference between an on-time filing and ₹100 per day running from the first.
If your AGM is held earlier than 30 September, the deadline moves with it — thirty days from the day after your actual AGM. Our ROC due-date calculator does the arithmetic from your AGM date.
Primary sources
The dates and fees on this page are read off the statute and the MCA’s own published forms, not copied from other guides. You can check every one of them:
- General Clauses Act, 1897 — section 9 (commencement and termination of time)
- Companies Act, 2013 — full text (India Code)
- MCA — company forms and downloads
- MCA — official portal
Verified against the Companies Act, 2013 / LLP Act, 2008, MCA rules and circulars as of 31 July 2026. Your exact position depends on your entity and any notifications or circulars issued since — we confirm it for you, and always recommend checking the official MCA portal. CapEasy is a private consultancy and is not affiliated with any government authority. This page is a guide, not legal advice.