Form PAS-2: Complete Guide to Filing of Information Memorandum
Form PAS-2 is the web form filed with the Registrar of Companies to submit the information memorandum prior to the issue of a second or subsequent offer of securities under a shelf prospectus. It is governed by Section 31(2) of the Companies Act, 2013 read with Rule 10 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
A company having share capital that has already issued a shelf prospectus is required to file an information memorandum in Form PAS-2 with the RoC before each subsequent offer of securities made under that shelf prospectus.
Who Should File PAS-2 / When is it Filed
A company having share capital, which has already issued a shelf prospectus and wishes to make a second or subsequent offer of securities under that prospectus, must file the information memorandum in Form PAS-2 with the RoC at least one month prior to the date of the second or subsequent offer.
Important Checkpoints Before Filing
- Applicant must be registered as a Business user on the MCA portal before filing the webform
- The company must be registered with MCA and hold a valid CIN, and must be a public company
- The company must have already issued a shelf prospectus, and the reference details of that shelf prospectus must be available
- Signatories must hold an approved DIN or valid PAN or Membership number, as applicable
- The DSC attached must be registered on the MCA portal against the DIN/PAN/Membership number provided
- Signatories must hold a valid, non-expired, non-revoked DSC
- The Membership number/certificate of practice number of the certifying professional must be valid and the professional must not be debarred
- No other webform of the same type should be pending against the same CIN
Step-by-Step Filing Process
- Login to MCA portal → MCA Services → E-Filing → Company Forms Download
- Access “Form No. PAS-2 (Filing of information memorandum)”
- Enter/search/select CIN
- Fill up the application, quoting the reference details of the shelf prospectus and the date of the second/subsequent offer
- Optionally save as draft
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal
- Pay Fees (within the standard upload/payment windows)
- Receive acknowledgement
Signing Requirements
- Digitally signed by an authorised signatory with an approved DIN or valid PAN/Membership number
- Certification by a practicing professional with a valid Membership/certificate of practice number is required
Fee Structure
Normal Fee — Companies with Share Capital
| 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
Additional (Delay) Fee
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2× normal fee |
| More than 30 up to 60 days | 4× normal fee |
| More than 60 up to 90 days | 6× normal fee |
| More than 90 up to 180 days | 10× normal fee |
| More than 180 days | 12× normal fee |
Processing Mode
Form PAS-2 is processed in STP mode — taken on record electronically without further processing. There is no provision for resubmission.
Useful Links
Frequently Asked Questions (FAQs)
Q1. When must PAS-2 be filed? At least one month before the date of a second or subsequent offer of securities made under an existing shelf prospectus.
Q2. Which companies can file PAS-2? Public companies having share capital that have already issued a shelf prospectus.
Q3. Is professional certification required for PAS-2? Yes, by a practicing professional holding a valid Membership/certificate of practice number, who is not debarred.
Q4. Is PAS-2 processed automatically? Yes, it is processed in STP mode with no resubmission facility.
Q5. Can a company without share capital file PAS-2? The Instruction Kit provides for a flat ₹200 per-document fee for companies without share capital.
Disclaimer
This article is based on the official Instruction Kit for Form PAS-2 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 forms download page and resources available on the MCA website.