Form PAS-3: Complete Guide to Intimation of Allotment of Securities
Form PAS-3 is the web form filed with the Registrar of Companies (RoC) intimating the allotment of shares or securities by a company. It is governed by Sections 39(4) and 42(9) of the Companies Act, 2013 read with Rules 12 and 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
The form simplifies the process of filing the Return of Allotment with the RoC following any allotment of shares or other securities.
Note: For companies in the Nidhi category, PAS-3 cannot be filed unless Form NDH-4 is approved (subject to specific incorporation-date-based due date rules) — see Important Checkpoints below.
Who Should File PAS-3 / When is it Filed
- Every company that has allotted shares or securities — for cash, for consideration other than cash, or via private placement
- Normal allotments: must be filed within 30 days of the date of allotment
- Private placement allotments: must be filed within 15 days of the date of allotment
- Applicable to public and private companies alike, including Nidhi companies (subject to NDH-4 conditions)
Important Checkpoints Before Filing
- Applicant must be registered on the MCA portal before filing
- The company must be registered with MCA and hold a valid CIN
- The business user must be associated with, or authorised by, the company (for other business users)
- The signing authority must have a valid, non-expired, non-revoked DSC and an approved DIN or valid PAN/Membership Number
- DSC used must be registered on the MCA portal against the DIN/PAN/Membership Number entered
- The membership/certificate of practice number of the certifying professional must be valid and the professional must not be debarred (not applicable to advocates)
- DIN must not be flagged for disqualification of director, and the Income-tax PAN entered must be valid
- In case of resubmission, the original PAS-3 application (with linked forms, if any) must be available in Application History, and T+15 days (T = date marked ‘Resubmission Required’) must not have elapsed
- The company must not be flagged for filing INC-22A [ACTIVE]
- For Nidhi companies, NDH-4 must be approved. If NDH-4 is not approved and the computed due date has passed, PAS-3 cannot be filed. Due date computation:
- Incorporated on/before 24 April 2014: due date is 14 May 2020
- Incorporated on/after 24 April 2014 but before 15 August 2019: one year from incorporation, or 14 May 2020, whichever is later
- Incorporated on/after 15 August 2019: one year from incorporation
Step-by-Step Filing Process
Option 1: Via MCA Services Menu
- Login to the MCA portal
- Go to MCA Services → Company e-Filing → Compliance Services
- Select “PAS-3 – Return of allotment”
- Enter Company Information (CIN auto-populated for company users; searchable for professionals; dropdown for other business users)
- Fill up the application
- Optionally save as draft (enabled once CIN is entered)
- Submit the webform
- Note the SRN generated
- Affix DSC on the generated PDF
- Upload DSC-affixed PDF on MCA portal
- Pay Fees — within 15 days of SRN generation for upload and within 7 days of successful upload for payment, or due date of filing + 2 days, whichever is earlier. Failing this, the SRN is cancelled
- Receive acknowledgement
Option 2: Via MCA Search Bar
Search “PAS-3” on the MCA homepage and proceed from Step 3 above (login, then same steps).
There is no provision for resubmission for filings processed in STP mode — ensure all particulars are correct before submission.
Field-Level Instructions
Field 6: Date of Allotment
- Must be ≤ system date
- Must be within 30 days of the filing date, except where ‘Private Placement’ is selected in Field 4(a) (‘If Equity: Type of allotment’)
- Must be within 15 days of the filing date where ‘Private Placement’ is selected
Field 7(b): SRN of MGT-14
- Must be a valid SRN associated with the company’s CIN, where the ‘Purpose of passing the resolution’ selected in that MGT-14 is ‘Allotment of securities’
- Becomes mandatory if 30 days have passed since the date of passing the Shareholders’ Resolution (Field 7(a)), or if ‘Bonus issue’ is selected as the type of allotment
Field 9: Particulars of Securities Allotted for Cash
- Nominal, premium, and discount amounts must each be greater than zero
- ‘Amount due and payable on application’ and ‘on allotment’ per security are cross-validated against the nominal/premium/discount amount and the number of securities allotted
Field 13: Valuation Report (Consideration Other Than Cash)
- If ‘Yes’ is selected, sub-fields for valuer details are enabled
- Membership number is required if the valuer is a member of ICAI/ICSI/ICWAI; PAN is required otherwise
- UDIN is required if the valuation report was issued by ICAI
Attachment (a): List of Allottees
- Mandatory if the company is a private company (per the CIN in Field 1(a))
- Up to 10 MB; multiple documents can be added via “Add another attachment”; a standard Excel template (“List of allottees.xlsx”) is provided for this purpose
Mandatory Attachments
| Attachment | Mandatory? |
|---|---|
| List of allottees | Mandatory for private companies |
| Optional attachment(s) (up to 5) | Optional |
- Format: PDF, Excel, or JPG; List of allottees up to 10 MB; optional attachments up to 2 MB each
Signing Requirements
- Signed by: Director / Managing Director / Manager / Company Secretary / CEO / CFO
- Company Secretary: enter membership number (or PAN/membership number for Section 8 companies)
- Professional Certification by a Chartered Accountant (whole-time practice), Cost Accountant (whole-time practice), or Company Secretary (whole-time practice) is optional for OPC and Small Companies, mandatory otherwise
- Declaration for private placement is mandatory (with at least one checkbox selected) if ‘Private Placement’ is selected under equity, preference, or debenture allotment type
Fee Structure
Normal Fee — Nidhi Company
₹1 for every ₹100 (or part thereof) of the total nominal value of securities issued, capped at the maximum fee payable by a normal company having share capital.
Normal Fee — Companies with Share Capital (Not Falling Under Nidhi Exemption)
| Nominal Share Capital (INR) | Fee (INR) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 to 4,99,999 | 300 |
| 5,00,000 to 24,99,999 | 400 |
| 25,00,000 to 99,99,999 | 500 |
| 1,00,00,000 or more | 600 |
Companies without Share Capital: ₹200 per document (fixed fee)
Additional (Delay) Fee
Event date: date of allotment (earliest). Filing window: 30 days (normal allotment) / 15 days (private placement).
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2× normal fee |
| More than 30 days and up to 60 days | 4× normal fee |
| More than 60 days and up to 90 days | 6× normal fee |
| More than 90 days and up to 180 days | 10× normal fee |
| More than 180 days | 12× normal fee |
Higher Additional Fee: A higher additional fee applies if PAS-3 is filed late on two or more occasions within 365 days from the last belated filing on which additional/higher additional fee was charged. Once triggered, this flag continues until the company files PAS-3 with a normal (non-delayed) fee. This logic applies to filings made on or after 1 July 2022; filings before the Companies (Registration Offices and Fees) Amendment Rules, 2021 are not counted.
Processing Mode
Form PAS-3 is processed in STP mode and taken on record through electronic mode without any further processing. Ensure all particulars are correct — there is no provision for resubmission of this webform.
Useful Links
- Link to access Form PAS-3
- FAQs on e-filing
- Payment and Fee Services
- List of Allottees Excel Template — available under the Attachments section of the webform
Frequently Asked Questions (FAQs)
Q1. What is the time limit for filing PAS-3? Within 30 days of the date of allotment for normal allotments, and within 15 days of the date of allotment for private placement allotments.
Q2. Is the List of Allottees attachment always mandatory? It is mandatory only if the company is a private company as per the CIN entered. It is not automatically mandatory for public companies, though good practice is to attach it whenever allottee details are relevant.
Q3. What is the “higher additional fee” and when does it apply? It is a higher delay-fee multiplier that applies once a company has filed PAS-3 late on two or more occasions within a 365-day window (applicable to filings from 1 July 2022 onward). It continues to apply to subsequent late filings until the company files a PAS-3 with the normal (non-delayed) fee.
Q4. Can a Nidhi company file PAS-3 without NDH-4 approval? Only if the computed due date (based on incorporation date) has not yet passed. Once that due date lapses without NDH-4 approval, PAS-3 filing is blocked.
Q5. When is the SRN of MGT-14 mandatory in PAS-3? When 30 days have passed since the date of passing the Shareholders’ Resolution, or when ‘Bonus issue’ is selected as the type of allotment.
Q6. Is professional certification mandatory for PAS-3? Yes, except for OPC and Small Companies, where it is optional.
Disclaimer
This article is based on the official Instruction Kit published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA helpkit and resources available on MCA website.