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 15 days | 1x the normal fee |
| 16 – 30 days | 2x |
| 31 – 60 days | 4x |
| 61 – 90 days | 6x |
| 91 – 180 days | 10x |
| Beyond 180 days | 12x |
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.
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 circulars MCA issues — 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.