Allotment of Shares (PAS-3) in Kishanganj

Local jurisdiction

Registrar (RoC)

RoC Patna — Maurya Lok Complex, Block-A, Western Wing, 4th Floor, Dak Bungalow Road, Patna – 800001

Jurisdictional HC

Patna High Court

GSTIN prefix

10 (Bihar)

Professional Tax

Bihar levies Professional Tax (max ₹2,500/year). Applicable to companies employing salaried staff.

Business hubs

Tea Gardens, Agri Mandi, Tri-junction Border Trade

Kishanganj is Bihar's only tea-growing district and a tri-junction border trade town.

Also in: Purnia Araria

When a company issues new shares — to founders, investors, or through a rights issue or private placement — it must complete a formal allotment under the Companies Act, 2013. The board (and, where required, the shareholders) pass a resolution, the company receives the application/subscription money, and it files Form PAS-3 (return of allotment) with the Registrar of Companies (ROC) within 30 days of allotment. Share certificates (Form SH-1) must be issued within 2 months of allotment. A private placement additionally needs a PAS-4 offer letter and a PAS-5 record of offers.

30

Days to file PAS-3Form PAS-3, the return of allotment, must be filed with the ROC within 30 days of the date of allotment of shares.

Understand It

What Is Allotment of Shares (PAS-3)?

A quick, plain-language explanation before the details.

In simple terms

Allotment of shares is the formal process by which a company creates and issues new shares to investors or members, records who holds them, and reports the allotment to the Registrar of Companies.

Legally

Under the Companies Act, 2013, a company allots shares by board (and, where required, shareholder) resolution after receiving the subscription money, then files Form PAS-3 — the return of allotment — with the ROC within 30 days. Section 39 governs allotment of securities generally, and Section 42 governs allotment by private placement.

Governing authority

Administered by the Ministry of Corporate Affairs (MCA) through the Registrar of Companies, with filings made on the MCA21 portal.

Validity

An allotment, once completed and filed, is permanent — the allottee becomes a member of the company. Each new allotment requires its own resolution, PAS-3 filing and share certificates.

Service Intelligence

Quick Facts

Professional Fee

Custom quote

Governing Law

Companies Act 2013

Filing Form

Form PAS-3

ROC Deadline

Within 30 days

Share Certificate

Within 2 months

Mode

100% Online

Authority

MCA / ROC

Key Sections

Sec 39 & 42

Legal & Regulatory Framework

Act

Companies Act, 2013

Key Sections

Sec 39 & 42

Filing Form

Form PAS-3

Authority

MCA / ROC

Portal

mca.gov.in

Last Reviewed

17 Aug 2026

Before You Start

Is This Service Right for You?

Ideal for

Startups issuing shares to founders or new co-founders
Companies raising funds from angel or VC investors
Companies making a rights issue to existing shareholders
Companies allotting shares via private placement (PAS-4)
Companies converting loans or advances into equity
Companies allotting shares against subscription of the MOA

You may need this if

You have issued or agreed to issue new shares in your company
You have received application or subscription money for shares
Investors have transferred funds and expect shares in return
You need Form PAS-3 filed with the ROC within 30 days
You need to issue share certificates to allottees
You are running a private placement and need PAS-4 / PAS-5

Not sure if you need this?

Talk to an Expert →

Why It Matters

Why Is Proper Allotment of Shares Important?

Allotment is the step that legally transfers ownership of new shares. Getting the resolutions, filings and certificates right protects the company and its investors.

01

Stay Compliant

Form PAS-3 must be filed with the ROC within 30 days of allotment. Correct, timely filing keeps your MCA record clean and avoids late-filing exposure.
02

Give Investors Legal Title

An allottee becomes a shareholder only when shares are properly allotted, recorded in the register of members and reflected in the ROC filing — protecting the investor’s legal title.
03

Enable Fundraising

Angel, VC and rights-issue funding all require a valid allotment. A clean cap table and PAS-3 filing support your next investment round and due diligence.
04

Issue Share Certificates

Share certificates in Form SH-1 must be issued within 2 months of allotment — the physical evidence of a member’s shareholding.
05

Keep the Cap Table Accurate

Every allotment updates the register of members and shareholding pattern. Accurate records prevent disputes over ownership and voting rights.
06

Follow Private-Placement Rules

A private placement under Section 42 must use a PAS-4 offer letter and a PAS-5 record, and money must go into a separate bank account until allotment.

Transparent

Simple, Transparent Pricing

Custom quote for your case

Fees depend on your business type and scope. Get a clear, itemised quote upfront — no hidden professional charges, government fee billed at actuals.

Get a Free Quote WhatsApp

Eligibility

Who Can Apply?

Private Ltd, Public Ltd & OPCs issuing shares

Startups allotting founder / investor equity

Companies raising angel or VC funding

Companies making a rights issue to members

Companies doing a private placement (PAS-4)

Companies converting loans / advances to equity

Eligibility checklist

A board resolution approving the issue and allotment of shares
A shareholders’ special resolution where required (e.g. private placement, further issue terms)
Sufficient authorised share capital — increase it first if the issue exceeds it
Receipt of the application / subscription money before allotment
For private placement: a PAS-4 offer letter, a PAS-5 record and a separate bank account
Filing of Form PAS-3 with the ROC within 30 days of the date of allotment

End-to-End

Everything You Need. One Professional Team.

01

Consultation

Understand the type of issue — rights, private placement, preferential or subscription — and the resolutions needed.

02

Capital Check

Confirm authorised capital is sufficient, and flag if it must be increased before allotment.

03

Resolutions

Draft the board resolution and any shareholders’ special resolution required for the issue.

04

Offer Documents

Prepare the PAS-4 offer letter and PAS-5 record for a private placement.

05

Allotment

Assist with the allotment on receipt of application money and updating the register of members.

06

PAS-3 Filing

Prepare and file Form PAS-3 (return of allotment) with the ROC within 30 days.

07

Share Certificates

Draft share certificates in Form SH-1 for issue within 2 months of allotment.

08

Follow-up

Track the SRN and respond to any MCA resubmission or query on your behalf.

No Ambiguity

What You’ll Receive

Board resolution for issue & allotment of shares

Shareholders’ special resolution (where required)

PAS-4 offer letter & PAS-5 record (private placement)

List of allottees & updated register of members

Form PAS-3 filed with the ROC + SRN acknowledgement

Share certificates in Form SH-1

Updated shareholding pattern / cap table

Post-allotment compliance guidance

Checklist

What Documents Are Required for Allotment of Shares?

Requirements depend on the type of issue. Keep clear scans (PDF/JPG) ready — everything is collected securely online.

Choose a document group

Company Records

From the company’s files

4 documents

Certificate of Incorporation, MOA & AOA
Board resolution approving the issue & allotment
Shareholders’ special resolution (where required)
Details of authorised & paid-up capital before the issue

File PAS-3 within 30 days

The return of allotment in Form PAS-3 must be filed with the ROC within 30 days of the date of allotment. Late filing attracts additional MCA fees.

Share certificates within 2 months

Certificates in Form SH-1 must be delivered to allottees within 2 months of allotment, stamped and signed as required.

Separate bank account for private placement

For a private placement under Section 42, application money must be kept in a separate bank account and can only be used to allot shares or refund money.

Money before allotment

Shares are allotted only after the application / subscription money is received. Keep bank proof of every receipt for the PAS-3 attachments.

Don’t have all the documents?

We’ll identify what your case needs →

Step by Step

How Allotment of Shares Works (Step by Step)

From resolutions to the ROC filing, the entire process is managed online by our CA/CS team.

01

Consultation & structure

Confirm the type of issue — rights, private placement, preferential or MOA subscription — and the resolutions and forms needed.

02

Check & increase capital

Verify authorised capital covers the new shares; if not, increase it (SH-7) before proceeding.

03

Pass resolutions

Convene the board meeting (and general meeting where required) to approve the issue, price and allotment.

04

Offer & receive money

For a private placement, issue the PAS-4 offer letter and maintain PAS-5; collect application money in the bank account.

05

Allot & update records

Allot the shares, enter the allottees in the register of members and prepare the list of allottees.

06

File PAS-3 & issue certificates

File Form PAS-3 with the ROC within 30 days and issue SH-1 share certificates within 2 months.

How Long It Takes

How Long Does Share Allotment Take?

Stage	Expected Time
Resolutions, offer documents & receipt of money	As per your issue timeline
Form PAS-3 (return of allotment) filed with ROC	Within 30 days of allotment
Share certificates (Form SH-1) issued to allottees	Within 2 months of allotment

The statutory deadlines run from the date of allotment: PAS-3 within 30 days and share certificates within 2 months. If authorised capital must be increased first, allow additional time for that filing. MCA resubmission queries can extend processing until resolved.

Compliance Calendar

Key Dates — At a Glance

Frequency	What Is Due
Within 30 Days	File Form PAS-3 (return of allotment) with the ROC · Update the register of members · Reconcile the application money received
Within 2 Months	Issue share certificates in Form SH-1 · Pay applicable stamp duty on certificates · Update the shareholding pattern / cap table
Ongoing	Maintain statutory registers (members, allotment) · Reflect the new capital in the next annual filings · Keep resolutions and minutes on record
Event-Based	BEN-2 where the allotment changes beneficial ownership · Increase authorised capital (SH-7) before the next issue · MGT-14 filing for resolutions where required

Dates are indicative and may change with government notifications. Our team tracks every deadline so you never miss a filing.

Why Outsource

Doing It Yourself vs TaxClue

Doing It Yourself

Identify the correct route — rights, private placement or preferential
Check whether authorised capital must be increased first
Draft the board and shareholders’ resolutions correctly
Prepare the PAS-4 offer letter and PAS-5 record
Maintain a separate bank account for the money
File Form PAS-3 with the right attachments before 30 days
Issue SH-1 certificates and update the register of members

With TaxClue

Expert confirms the right issue route for your goals
Capital adequacy checked before allotment
Resolutions drafted correctly the first time
PAS-4 / PAS-5 prepared for private placements
PAS-3 prepared, reviewed and filed within the deadline
Share certificates and register of members updated
MCA queries answered by our team

Skip the guesswork.

Let an expert handle it →

Avoid Delays

Common Mistakes That Delay Your Application

Allotting shares before the application money is received

Missing the 30-day PAS-3 filing deadline

Not issuing share certificates within 2 months of allotment

Allotting beyond the authorised share capital without increasing it

Skipping the shareholders’ special resolution where required

Running a private placement without a PAS-4 offer letter or PAS-5 record

Using the application money before allotment or from the wrong account

Not updating the register of members and shareholding pattern

TaxClue reviews your documents before filing to reduce avoidable errors.

Stay Compliant

What Follows After the Allotment?

Within 30 Days

File Form PAS-3 (return of allotment) with the ROC
Update the register of members
Reconcile the application money received

Within 2 Months

Issue share certificates in Form SH-1
Pay applicable stamp duty on certificates
Update the shareholding pattern / cap table

Ongoing

Maintain statutory registers (members, allotment)
Reflect the new capital in the next annual filings
Keep resolutions and minutes on record

Event-Based

BEN-2 where the allotment changes beneficial ownership
Increase authorised capital (SH-7) before the next issue
MGT-14 filing for resolutions where required

Risk Assessment

Penalties & Consequences

What is at stake if you do not comply

PAS-3 not filed within 30 days of allotment attracts additional MCA fees and can invalidate the allotment
Allotting shares before the application/subscription money is received
A private placement without a PAS-4 offer letter or PAS-5 record is defective
Share certificates (SH-1) not issued within 2 months of allotment
Allotting beyond the authorised share capital without increasing it first (SH-7)

Latest Updates

Regulatory Updates 2025–26

2025: Allotment of shares is reported in Form PAS-3 within 30 days on the MCA V3 portal.
2025: Private companies (other than small companies) must dematerialise their shares and issue securities only in demat form, filing the half-yearly PAS-6.

The Difference

Why Businesses Choose TaxClue

01

CA / CS Team

Qualified Chartered Accountants and Company Secretaries handle your allotment and ROC filing.

02

End-to-End

From resolutions to PAS-3 and share certificates — fully managed, minimal effort from you.

03

Fast Turnaround

Committed timelines with proactive status updates at every stage.

04

100% Online

Everything over WhatsApp / email — no office visits required.

05

Transparent Fees

A clear quote upfront — ₹0 hidden professional charges.

06

Post-Service Support

Guidance on share certificates, registers and your next filing.

Data Care

Your Documents Deserve Professional Care

Documents handled by professionals under confidentiality
Access limited to the team working on your file
Communication over secure digital channels
Documents retained only as long as needed for compliance

Answers

Frequently Asked Questions

What is allotment of shares?

Allotment of shares is the process by which a company creates and issues new shares to investors or members. The board (and, where required, the shareholders) pass a resolution, the company receives the application money, records the allottees in the register of members, and files the return of allotment (Form PAS-3) with the Registrar of Companies.

What is Form PAS-3?

Form PAS-3 is the "return of allotment" that a company files with the Registrar of Companies (ROC) after allotting shares. It reports the number of shares allotted, the price, the allottees and the resulting capital. It must be filed within 30 days of the date of allotment.

What is the time limit to file PAS-3?

Form PAS-3 must be filed with the ROC within 30 days of the date of allotment of shares. Filing after the deadline attracts additional MCA fees, so it is important to complete the allotment paperwork promptly.

When must share certificates be issued?

Share certificates in Form SH-1 must be issued to allottees within 2 months of the date of allotment of shares. The certificate is the member’s documentary evidence of shareholding and must be stamped and signed as required.

What is the difference between Section 39 and Section 42?

Section 39 of the Companies Act, 2013 governs the general allotment of securities — including receipt of the minimum subscription and the return of allotment. Section 42 governs allotment by private placement to a select group of identified persons, which additionally requires a PAS-4 offer letter, a PAS-5 record and a separate bank account for the money.

What are PAS-4 and PAS-5?

For a private placement under Section 42, PAS-4 is the private-placement offer-cum-application letter sent to the identified investors, and PAS-5 is the record of the private-placement offers that the company must maintain. Both are prepared before the shares are allotted.

Can shares be allotted before receiving the money?

No. Shares should be allotted only after the application or subscription money is received. For a private placement, the money must be kept in a separate bank account and can be used only to allot the shares or to refund the applicants.

What resolutions are needed to allot shares?

A board resolution approving the issue and allotment is required for every allotment. Depending on the type of issue — such as a private placement or a further issue on specific terms — a shareholders’ special resolution in a general meeting may also be required.

What if the authorised capital is not enough for the new shares?

If the number of shares to be allotted exceeds the authorised share capital, the company must first increase its authorised capital (typically by filing Form SH-7 after the members approve it) before the shares can be allotted.

Do I need to file PAS-3 for shares issued on incorporation?

Shares subscribed to the Memorandum of Association at incorporation are taken up by the subscribers. For subsequent fresh issues and allotments after incorporation, the company files Form PAS-3 as the return of allotment. Our team confirms exactly what applies to your situation.

What happens if PAS-3 is filed late?

A late PAS-3 filing attracts additional government fees that increase with the length of the delay, and repeated non-compliance can attract further consequences under the Companies Act. Filing within the 30-day window keeps your MCA record clean.

Can TaxClue handle the whole allotment process?

Yes. Our CA/CS team manages the entire process — drafting the board and shareholder resolutions, preparing PAS-4/PAS-5 for private placements, assisting with the allotment, filing Form PAS-3 with the ROC within 30 days, and preparing the SH-1 share certificates.

How do I allot shares to a new investor in a private limited company?

First confirm the authorised capital is sufficient (increase it via SH-7 if not), then pass a board resolution and, for a private placement, a shareholders' special resolution. Issue the PAS-4 offer letter, collect the subscription money in a separate bank account, allot the shares by board resolution, and file Form PAS-3 with the ROC within 30 days. Share certificates in Form SH-1 follow within 2 months.

What is the difference between a rights issue, a bonus issue and a private placement?

A rights issue (Section 62) offers new shares to existing shareholders pro-rata, and the company receives fresh money. A bonus issue (Section 63) gives existing shareholders free fully paid shares by capitalising reserves, with no cash inflow. A private placement (Section 42) offers shares to a select group of identified persons and requires a PAS-4 offer letter and PAS-5 record. All three result in an allotment reported to the ROC in Form PAS-3.

What documents must be attached to Form PAS-3?

PAS-3 is typically filed with the board and shareholders' resolutions authorising the allotment, the list of allottees with their names, addresses and shares held, and, where applicable, the valuation report and the PAS-4/PAS-5 documents for a private placement. The exact attachments depend on the type of issue.

Is a valuation report needed for allotment of shares?

A registered valuer's report is generally required where shares are allotted at a premium or through a preferential allotment or private placement, to justify the price. A rights issue to existing shareholders does not require a valuation report. Our team confirms whether a valuation applies to your specific allotment.

Can a company allot shares for consideration other than cash?

Yes. Shares can be allotted for consideration other than cash — for example, against a business acquisition, conversion of a loan into equity, or services rendered. Such allotments usually need a valuation report and a specific resolution, and are still reported to the ROC in Form PAS-3.

Verify Everything

Official Sources & Legal References

Every regulatory detail on this page is drawn from primary law and official government sources. Verify them directly:

Free Download

Not ready yet?

Get the complete Allotment of Shares (PAS-3) checklist & document list — free.

Get Free Checklist

Instant · No spam · Unsubscribe anytime

You Might Also Need

Related Services

Private Limited Company RegistrationIncorporate before you issue shares One Person CompanyCompany for a single founder Pvt Ltd Annual ComplianceAOC-4, MGT-7 & board meetings Director KYCAnnual DIR-3 KYC before Sep 30 Digital Signature (DSC)Class-3 DSC to sign MCA forms Statutory AuditCA audit for annual ROC filing GST RegistrationGSTIN for your company Trademark RegistrationProtect your brand name

Continue Learning

Related Guides

Article

Allotment of Shares (PAS-3) Resources — All Free

Document ChecklistDocuments needed for a PAS-3 allotment Board Resolutions MasterResolution formats for issue & allotment MCA Portal GuideFile PAS-3 on the MCA V3 portal Free Downloads LibraryTemplates, checklists & workbooks Free Legal DraftsReady-to-use draft formats All ResourcesGuides, calendars & checklists

Allot Your Shares & File PAS-3 On Time

Expert-managed share allotment — board and shareholder resolutions, PAS-3 filed with the ROC within 30 days, and SH-1 share certificates, end to end. Free consultation, zero hidden charges.

Talk to a CA/CS Expert → WhatsApp Expert

Confidential · 4.9★ Google · ₹0 Hidden Charges · Expert Managed

Ask Veda

Allotment of Shares (PAS-3) in Kishanganj

Get Expert Help