Bonus Issue of Shares in Delhi
CA/CS-managed bonus issue under Section 63 of the Companies Act, 2013 — AOA verification, board and shareholder resolutions, capitalisation of free reserves / securities premium / capital redemption reserve, and PAS-3 allotment filed end to end. 100% online, at a fixed fee quoted upfront with zero hidden charges.
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Bonus Issue of Shares in Delhi
RoC Delhi — 4th Floor, IFCI Tower, 61 Nehru Place, New Delhi – 110019
Delhi High Court
07 (Delhi (NCT))
Delhi does not levy Professional Tax — one less compliance for Delhi businesses.
Connaught Place, Nehru Place, Okhla, Karol Bagh
Delhi NCT is India's capital and one of the largest business centres. It houses thousands of startups, MSMEs, and corporate headquarters, making it a prime location for company registration.
What Is Bonus Issue of Shares?
A quick, plain-language explanation before the details.
A bonus issue gives your existing shareholders extra fully paid-up shares free of cost, funded by capitalising the company’s reserves — no one pays anything and no new money comes in.
Under Section 63 of the Companies Act, 2013, a company may issue fully paid-up bonus shares to its members out of its free reserves, the securities premium account, or the capital redemption reserve account, if authorised by its Articles and approved by the members in general meeting on the board’s recommendation.
Regulated by the Ministry of Corporate Affairs (MCA); the allotment is filed with the Registrar of Companies (ROC) via the MCA21 V3 portal using Form PAS-3.
A bonus issue is a one-time corporate action per resolution. Once allotted, the bonus shares are permanent share capital — they cannot be reversed, and a declared bonus cannot subsequently be withdrawn.
Quick Facts
Is This Service Right for You?
Ideal for
- Companies with large accumulated free reserves or securities premium
- Profitable companies wanting to reward shareholders without paying cash
- Businesses converting reserves into permanent share capital
- Companies planning to improve share liquidity by increasing share count
- Promoters signalling financial strength to investors and lenders
- Companies capitalising a securities premium or capital redemption reserve
You may need this if
- Your company has sufficient free reserves available for capitalisation
- You want to reward existing shareholders without a cash outflow
- Your Articles of Association authorise a bonus issue (or can be amended to)
- You want to convert reserves into fully paid-up share capital
- You wish to increase the number of shares held by each member proportionately
- You need the allotment done and filed correctly with the ROC
Not sure if you need this?
Talk to an Expert →Why Do Companies Make a Bonus Issue?
A bonus issue converts accumulated reserves into share capital and rewards shareholders without spending cash. Here is why companies do it.
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01
Reward Shareholders Without Cash
Bonus shares reward existing members proportionately without any dividend payout, keeping the company’s cash intact for operations and growth.
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02
Capitalise Free Reserves
Large accumulated free reserves, securities premium or capital redemption reserve are converted into permanent, fully paid-up share capital.
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03
Signal Financial Strength
A bonus issue is a positive signal to investors, banks and partners that the company has built up strong reserves and confidence in future earnings.
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04
Improve Share Liquidity
Increasing the number of shares outstanding can improve liquidity and make the shares more accessible without changing each member’s ownership percentage.
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05
Strengthen the Capital Base
Reserves become locked-in share capital, which can strengthen the balance-sheet capital structure and reassure lenders.
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06
Stay Compliant
Done correctly under Section 63 — AOA authority, dual resolutions and PAS-3 filing — the bonus issue is fully valid and on record with the ROC.
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.
Who Can Apply?
Eligibility checklist
- The Articles of Association authorise a bonus issue (amend the AOA first if they do not)
- Sufficient free reserves, securities premium or capital redemption reserve are available
- A board resolution recommending the bonus issue, followed by a members’ resolution
- The bonus is not issued out of reserves created by a revaluation of assets
- No default on payment of statutory dues to employees, or on principal / interest of fixed deposits or debt securities
- Adequate unissued authorised share capital — increase it first if the bonus needs more than is available
Everything You Need. One Professional Team.
Consultation
Understand your reserves position and confirm a bonus issue is feasible under Section 63.
AOA Check
Verify that the Articles authorise a bonus issue; recommend an AOA amendment if they do not.
Reserves Review
Confirm free reserves / securities premium / capital redemption reserve are sufficient and eligible.
Board Resolution
Draft the board resolution recommending the bonus issue and the bonus ratio.
Shareholder Approval
Prepare the notice, explanatory statement and members’ resolution for the general meeting.
Allotment
Draft the allotment resolution and update the register of members and share capital.
PAS-3 Filing
File the return of allotment (Form PAS-3) with the ROC within the prescribed period.
Share Certificates
Prepare bonus share certificates and guide on stamping and issue to members.
What You’ll Receive
What Documents Are Required for a Bonus Issue?
Requirements are grouped by company records, financials/reserves and approvals. Keep clear scans (PDF/JPG) ready — everything is collected securely online.
Company Records
Constitution & capital details- Certificate of Incorporation, MOA & AOA
- Current shareholding pattern & register of members
- Details of authorised, issued and paid-up capital
- Digital Signature Certificate (DSC) of the authorised director
Financials & Reserves
Source of the bonus- Latest audited financial statements
- Balance of free reserves / securities premium / capital redemption reserve
- Confirmation reserves are not from revaluation of assets
- Auditor certificate on available reserves (where applicable)
Approvals & Resolutions
Board & member sign-off- Proposed bonus ratio (e.g. 1:1, 2:1)
- Board resolution recommending the bonus issue
- Notice & explanatory statement for the general meeting
- Shareholders’ resolution approving the bonus issue
AOA must authorise the bonus
Section 63 requires the Articles of Association to authorise a bonus issue. If your AOA are silent, they must be amended by a special resolution before the bonus can proceed.
Only eligible reserves
Bonus shares may be issued only out of free reserves, the securities premium account or the capital redemption reserve — never out of a reserve created by revaluing assets.
Two resolutions needed
A board resolution recommending the bonus is followed by a shareholders’ resolution in general meeting. A declared bonus cannot later be withdrawn.
File PAS-3 after allotment
The return of allotment in Form PAS-3 must be filed with the ROC, along with the members’ list, after the bonus shares are allotted.
Don’t have all the documents?
We’ll identify what your case needs →How to Make a Bonus Issue (Step by Step)
The entire bonus issue, from resolutions to the PAS-3 filing, is handled online through the MCA21 V3 portal.
Check the AOA
Confirm the Articles authorise a bonus issue. If not, amend the AOA by special resolution first.
Verify reserves
Confirm sufficient free reserves / securities premium / capital redemption reserve are available and that they are not from asset revaluation.
Board meeting
Convene a board meeting to recommend the bonus issue and ratio, and call the general meeting.
Shareholder approval
Pass the members’ resolution approving the bonus issue at the general meeting on the board’s recommendation.
Allot bonus shares
Pass the allotment resolution, capitalise the reserves into paid-up capital, and update the register of members.
File PAS-3 & issue certificates
File the return of allotment (Form PAS-3) with the ROC and issue bonus share certificates to members.
How Long Does a Bonus Issue Take?
| Stage | Expected Time |
|---|---|
| AOA check + reserves review + board meeting | 2–5 working days |
| General meeting notice + shareholders’ resolution | Per notice period |
| Allotment + PAS-3 filing with ROC | 2–5 working days |
Overall time depends on the general-meeting notice period, the board and members’ meeting schedule, and whether an AOA amendment or an increase in authorised capital is needed first. The PAS-3 return of allotment must be filed with the ROC within the prescribed period after allotment.
Key Dates — At a Glance
| Frequency | What Is Due |
|---|---|
| On Allotment | Pass the allotment resolution · Update register of members & share capital · Capitalise reserves into paid-up capital |
| Filing | File PAS-3 return of allotment with ROC · Attach the list of allottees · Retain board & member resolutions on record |
| Share Certificates | Issue bonus share certificates to members · Ensure proper stamping · Deliver within the prescribed period |
| Reporting | Reflect the new capital in financial statements · Disclose the bonus in the next annual return (MGT-7/7A) · Update MCA master data |
Dates are indicative and may change with government notifications. Our team tracks every deadline so you never miss a filing.
Doing It Yourself vs TaxClue
Doing It Yourself
- Interpret Section 63 conditions and AOA authority yourself
- Confirm which reserves are eligible and exclude revaluation reserves
- Draft the board and shareholders’ resolutions correctly
- Prepare the notice and explanatory statement for the meeting
- Update the register of members and share capital accurately
- File PAS-3 without resubmission errors
- Risk an invalid allotment or ROC query
With TaxClue
- Experts confirm Section 63 eligibility and AOA authority
- Eligible reserves verified; revaluation reserves excluded
- Board & shareholders’ resolutions drafted for you
- Meeting notice and explanatory statement prepared
- Register of members and capital updated correctly
- PAS-3 prepared and filed with the ROC
- Higher first-time acceptance, fewer delays
Skip the guesswork.
Let an expert handle it →Common Mistakes That Delay Your Application
TaxClue reviews your documents before filing to reduce avoidable errors.
What Applies After the Bonus Issue?
On Allotment
- Pass the allotment resolution
- Update register of members & share capital
- Capitalise reserves into paid-up capital
Filing
- File PAS-3 return of allotment with ROC
- Attach the list of allottees
- Retain board & member resolutions on record
Share Certificates
- Issue bonus share certificates to members
- Ensure proper stamping
- Deliver within the prescribed period
Reporting
- Reflect the new capital in financial statements
- Disclose the bonus in the next annual return (MGT-7/7A)
- Update MCA master data
Penalties & Consequences
What is at stake if you do not comply
- Issuing a bonus when the Articles do not authorise it makes the issue invalid
- Capitalising a reserve created by revaluation of assets is not permitted
- A bonus exceeding the authorised capital without first increasing it
- A declared bonus cannot later be withdrawn
- Late or incorrect PAS-3 filing with the ROC after allotment
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.
Why Businesses Choose TaxClue
CA / CS Team
Qualified Chartered Accountants and Company Secretaries handle your bonus issue end to end.
End-to-End
From the AOA check to the PAS-3 filing — fully managed, minimal effort from you.
Fast Turnaround
Committed timelines with proactive status updates at every stage.
100% Online
Everything over WhatsApp / email — no office visits required.
Transparent Fees
A fixed fee quoted upfront — ₹0 hidden professional charges.
Post-Service Support
Guidance on share certificates, registers and post-issue reporting.
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
Frequently Asked Questions
What is a bonus issue of shares?
Which law governs a bonus issue in India?
From which reserves can bonus shares be issued?
Do shareholders pay anything for bonus shares?
Must the Articles of Association authorise a bonus issue?
What approvals are needed for a bonus issue?
Which form is filed with the ROC for a bonus issue?
Can a declared bonus issue be withdrawn?
Does a bonus issue change a shareholder’s ownership percentage?
Is there any cash inflow to the company from a bonus issue?
Do we need to increase authorised capital for a bonus issue?
What is the difference between a bonus issue and a rights issue?
How do I issue bonus shares in a private limited company?
In what ratio can bonus shares be issued?
Do bonus shares attract stamp duty or tax for shareholders?
Can a company issue bonus shares if it has accumulated losses?
Can bonus shares be issued on partly paid-up shares?
Official Sources & Legal References
Every regulatory detail on this page is drawn from primary law and official government sources. Verify them directly:
- Companies Act, 2013 — Section 63The governing provision for issue of bonus shares · India Code
- MCA — Ministry of Corporate AffairsOfficial portal to file PAS-3 and view company master data
- Companies (Share Capital & Debentures) Rules, 2014Rules governing allotment and the return of allotment (PAS-3)
- MCA — Company e-Forms (PAS-3)Return of allotment form and download links
Related Guides
How to Issue Bonus Shares
Read guide ArticleSection 62 Rights Issue Procedure
Read guide ArticleRights Issue vs Private Placement vs Preferential Allotment
Read guide ArticleAllotment of Shares & PAS-3 Procedure
Read guide ArticleIncrease Authorised Capital Procedure
Read guide ArticleBuyback of Shares under Section 68
Read guide ArticleSection 39 — Allotment of Securities
Read guideBonus Issue of Shares Resources — All Free
Make Your Bonus Issue the Right Way
Expert-managed bonus issue under Section 63 — AOA check, board and shareholder resolutions, capitalisation of reserves, and PAS-3 allotment filed end to end. Free consultation, fixed fee quoted upfront, zero hidden charges.