Form PAS-3 Filing 2026: Complete Guide to Return of Allotment

A Bengaluru startup celebrated closing their angel round on a Friday. By Monday, they had forgotten one thing. Thirty days later, the ROC sent a notice. The penalty was Rs 1,000 per day. They paid more in fines than their monthly salaries combined.

That one thing was Form PAS-3 filing.

Every time a company allots shares to anyone, whether founders, investors, or employees under ESOP, it must tell the government about it within 30 days. That official intimation is Form PAS-3. Miss the deadline and the penalties start ticking automatically. No warnings, no grace period, no sympathy.

This guide tells you exactly what Form PAS-3 filing is, when you need to do it, what documents to keep ready, and what happens if you skip it or file late.

LegalRaasta handles Form PAS-3 filing for companies across India, so your allotment gets reported on time, and your company stays clean on MCA records.

What is Form PAS-3?

Form PAS-3 is the Return of Allotment. It is a form that companies file on the MCA21 portal whenever they allot shares or other securities to any person.

It is not optional. Section 39(4) of the Companies Act, 2013 makes it mandatory. Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 prescribes the exact format and what goes inside the form.

The form tells the Registrar of Companies who got shares, how many, at what price, on what date, and under whose authority. This creates the official government record of your share structure after every allotment.

Without Form PAS-3 filing, your allotment may be valid between the parties involved, but your company violates the Companies Act. That violation shows up during due diligence for the next funding round, during audits, and during any ROC inspection.

When Do You Need to File Form PAS-3?

The 30-day clock starts from the date of allotment. Not the date of the board meeting. Not the date money was received. The date shares were actually allotted.

You need Form PAS-3 filing when your company:

• Issues shares to founders at the time of incorporation
• Allots shares to investors in any funding round
• Makes a rights issue to existing shareholders
• Does a bonus issue by capitalising reserves
• Converts debentures or loans into equity
• Allots shares under a private placement
• Issues preference shares to any investor
• Converts vested ESOPs into actual shares

You do NOT need Form PAS-3 when:

• Existing shares are transferred between two parties (Form SH-4 handles that)
• Shares pass to a nominee after the death of a shareholder
• The company buys back its own shares

Types of Allotments Covered Under Form PAS-3

Documents Required for Form PAS-3 Filing

Sort these out before you open the MCA portal. Missing even one document during upload causes the whole filing to fail.

Must-have attachments:

• List of allottees with name, address, PAN card, email, number of shares, price per share, and folio number for each person
• Certified copy of the board resolution approving the allotment
• Special resolution (for private placements and preferential allotments)
• PAS-4 offer letter if the allotment was under private placement
• Valuation report if shares were allotted at a price set by a registered valuer
• Bank statements showing application money received before allotment

Supporting documents:

• Certificate of Incorporation
• MOA showing current authorised capital
• Valid DSC of the authorised director

The allottee list is where most companies make errors. Wrong PAN, incomplete address, name spelled differently from the PAN card. Any mismatch causes rejection.

Step-by-Step Form PAS-3 Filing Process

Step 1: Check pre-filing conditions

The board resolution must be passed and minuted properly. For private placements, PAS-4 must have been issued before allotment. Application money must be in the company’s bank account before shares are allotted. If any of these are out of order, fix them before filing.

Step 2: Prepare the allottee list

Get full details of every person who received shares. Cross-check names against PAN cards. This list gets attached to the form and verified by the ROC.

Step 3: Download and fill Form PAS-3 from MCA21

Log in at mca.gov.in with the company’s credentials. Download the latest Form PAS-3. Fill in your CIN, company name, date of allotment, class of shares, total shares allotted, price per share, and total money received.

Step 4: Attach documents in PDF format

Attach the board resolution, allottee list, and other required documents. Each PDF must be signed, dated, and clearly readable.

Step 5: Director signs with DSC

The form needs to be digitally signed by a director using a valid DSC. An expired DSC will cause the upload to fail. Check the DSC validity before you start.

Step 6: Pay fee and submit

Pay the government fee through the MCA payment gateway. After payment, save the Service Request Number (SRN). This is your proof of submission and your tracking reference.

Step 7: Download acknowledgement

Once the ROC approves the filing, download the acknowledgement from MCA21. Update your Register of Members to reflect the new allotment.

Government Fees for Form PAS-3 Filing

These fees apply only when you file within the 30-day deadline. After that, additional fees apply on top of these.

Penalties for Late Form PAS-3 Filing

Miss the 30 days, and this is what happens:

On top of the additional filing fees, Section 39(5) of the Companies Act says the company faces a penalty of Rs 1,000 per day of default up to Rs 25 lakh. Every officer responsible for the default faces Rs 1,000 per day up to Rs 5 lakh personally.

For private placement violations under Section 42(10), the penalty goes up to the amount raised or Rs 2 crore, whichever is more.

These numbers are not small. A 90-day delay for a company with Rs 10 lakh authorised capital means the filing fee alone goes from Rs 300 to Rs 1,800, plus Rs 90,000 in daily penalties. Add the officer penalty, and one missed Form PAS-3 filing becomes a very expensive lesson.

Common Mistakes in Form PAS-3 Filing

These are the things that cause delays, rejections, or penalties:

• Filing after 30 days and thinking the late fee is the only consequence, not realising the daily penalty has been running the whole time
• Wrong PAN numbers for one or more allottees in the list
• Board resolution attached without certification or signature
• DSC of the signing director has expired
• Allotting shares before application money arrived in the bank account
• Skipping PAS-4 for private placement allotments and then filing PAS-3 without it
• Not updating the Register of Members after successful filing
• Using old form versions downloaded from unofficial sources

Form PAS-3 vs Other Related MCA Forms

Conclusion

Form PAS-3 filing has a 30-day deadline that most companies discover the hard way. The form itself is straightforward. The problem is always delay, wrong documents, or errors in the allottee list that cause rejection and push you past the deadline.

Filed on time with correct documents, it takes a few hours. Filed late, it costs tens of thousands in additional fees and daily penalties that keep adding up until you actually submit.

Your share allotment is one of the most important corporate events your company goes through. Making sure it gets reported correctly to the ROC is not optional.

Connect with LegalRaasta today and get your Form PAS-3 filing done right the first time, within the 30-day window, so your company’s MCA records are clean, and your next funding round has no compliance surprises.

Frequently Asked Questions

1. What is Form PAS-3 filing and who needs to do it?

Form PAS-3 filing is the return of allotment that every Indian company must file with the ROC after allotting shares. It is mandatory under Section 39(4) of the Companies Act, 2013 for all share allotments, including private placement, rights issue, bonus issue, and ESOP conversions.

2. What is the deadline for Form PAS-3 filing?

Form PAS-3 filing must be done within 30 days from the actual date of allotment. The clock starts on the allotment date, not the board meeting date or the date money was received. Missing this deadline triggers additional fees and a daily penalty under the Companies Act.

3. What documents are needed for Form PAS-3 filing?

For Form PAS-3 filing, you need a certified board resolution, a complete allottee list with PAN details for each person, and bank statements showing application money received. Private placement allotments also need the PAS-4 offer letter and special resolution attached to the form.

4. What is the penalty for late Form PAS-3 filing?

Late Form PAS-3 filing attracts Rs 1,000 per day for the company up to Rs 25 lakh and Rs 1,000 per day per officer up to Rs 5 lakh under Section 39(5). On top of that, additional filing fees apply ranging from 2 times to 12 times the normal fee depending on how late the filing is.

5. Is Form PAS-3 filing required for bonus shares?

Yes. Form PAS-3 filing is required for bonus share allotments under Section 63 of the Companies Act, 2013. Attach the board resolution approving the bonus, the shareholder resolution if applicable, and the complete list of shareholders who received the bonus shares within 30 days.

6. Does a startup need Form PAS-3 filing after raising angel funding?

Yes. After allotting shares to angel investors, Form PAS-3 filing must be done within 30 days. For private placement rounds, the PAS-4 offer letter process must be completed before the allotment. The filing must include investor PAN details, allotment date, price per share, and the board resolution.

7. Can Form PAS-3 filing be done after the 30-day window?

Yes, late Form PAS-3 filing is accepted on the MCA21 portal with additional fees. However, the daily penalty under Section 39(5) runs separately and is calculated from the date the 30 days expired. Filing as soon as possible after missing the deadline limits the total penalty amount.
8. What is the government fee for Form PAS-3 filing?

Normal Form PAS-3 filing fees range from Rs 200 to Rs 600 depending on authorised share capital. For companies with capital above Rs 1 crore, the fee is Rs 600. Late filing multiplies these fees from 2 times up to 12 times based on how many days past the 30-day deadline the filing actually happens.
9. Is Form PAS-3 filing needed when ESOPs are converted to shares?

Yes. When employees exercise vested ESOPs and actual shares are issued, Form PAS-3 filing is mandatory within 30 days under Section 62(1)(b) of the Companies Act. The allottee list must include each employee’s name, PAN, number of shares allotted, exercise price, and folio number.
10. How does LegalRaasta help with Form PAS-3 filing?

LegalRaasta manages your complete Form PAS-3 filing, including preparing the allottee list, verifying board resolutions, uploading on MCA21, handling DSC requirements, tracking ROC approval, and updating your statutory registers so your share allotment is reported correctly within the 30-day deadline.