PAS-3 Return of Allotment: Share Issue and Private Placement Controls
Share allotment creates a legal record, not just an investor cap-table update. PAS-3, registers, board approvals and private-placement controls must tell the same story.
For broader context, see the Rights, Bonus and Private Placement.
Section 39 and PAS-3 link
Section 39 includes that whenever a company having a share capital makes an allotment of securities, it shall file with the Registrar a return of allotment in such manner as may be prescribed.
For the connected rule, example or next step, see Preferential Allotment Under Section 62(1)(c).
Private placement control
Section 42 covers issue of shares on private placement basis and should be reviewed where securities are offered to identified persons rather than through public offer mechanics.
For the connected rule, example or next step, see Section 42 Private Placement Pre-Issue Audit: Ten Controls Before Accepting Subscription Money.
Allotment file checklist
| Document | Purpose |
|---|---|
| Board/shareholder approval | Supports authority for issue/allotment. |
| Offer/application records | Supports terms and identified allottees. |
| Bank receipt of consideration | Supports money trail. |
| List of allottees | Basis for PAS-3 and register update. |
| Updated register of members/security holders | Permanent statutory record. |
Finin2min warning
Official sources used
This article is intentionally source-limited to official MCA / India Code material. Verify final filing positions with the latest Act, Rules, MCA forms and portal advisories before publishing.
- India Code: Companies Act, 2013 — Section 39 Allotment of Securities
- India Code: Companies Act, 2013 — Section 42 Private Placement
- India Code: Companies Act, 2013 — Section 92 Annual Return
- India Code: Companies Act, 2013 official PDF
2026 Accuracy & Decision Check
PAS-3 deadline depends on the allotment route
MCA’s PAS-3 instruction kit distinguishes ordinary allotment from private placement: the filing-date validation ordinarily allows 30 days from allotment, but where “Private Placement” is selected the allotment date must be within 15 days of filing. The Companies Act section 42 private-placement controls, offer records, banking trail and allottee list must therefore be aligned with the PAS-3 filing.
Decision / evidence controls
- Identify allotment route before calculating the PAS-3 deadline.
- Do not use private-placement money before allotment except as legally permitted.
- Reconcile board/shareholder resolutions, allottee list, bank receipts and register of members.
- Update cap table only after legal allotment, then ensure PAS-3 matches it.
Primary-source checks
See "Official sources used" above for the Section 39, 42 and 92 statutory text and the full Companies Act PDF.
FAQs
It is the return-of-allotment filing under Section 39 — the form a company with share capital must file with the Registrar whenever it allots securities, listing the allottees and the consideration received.
Section 39 covers the allotment return itself (PAS-3), and Section 42 governs the additional private-placement controls that apply when securities are offered to identified persons rather than through a public offer.
Where the allotment is a Section 42 private placement, the allotment date must fall within 15 days of the PAS-3 filing — a tighter window than the general filing timeline that otherwise applies to allotments, per the MCA's PAS-3 instruction kit.
No. Update the register of members and the cap table only after the allotment is legally complete and consistent with the PAS-3 filing — updating the cap table first risks a mismatch between internal records and the company's statutory filings.
Board or shareholder approval authorising the issue, the offer or application records identifying the allottees, bank receipt evidence of the consideration received, the list of allottees, and the updated register of members — these should all tell the same story before PAS-3 is filed.
Yes. Statutory registers, the PAS-3 filing and the cap table should all match — reconcile them as part of closing the allotment, not as an afterthought.
Source and review trail
Use the current official instrument, portal or regulator publication before acting. This panel separates the category authority from page-specific references.
- Primary category
- Companies Act & MCA
- Official starting point
- www.mca.gov.in
Page source links
Primary sources & related provisions
Statutory provisions referenced in this guide: