Private Placement Section 42: Fundraise Filing Checklist
Private placement is where many startup rounds legally happen. The money is exciting, but the filing trail is what protects the round.
For broader context, see the Companies Act, MCA and Startup Compliance Hub.
2-Minute Answer
Detailed analysis
A private placement file should include board/shareholder approvals, offer details, investor list, money receipt, valuation report, allotment, register updates and statutory filings.
Founders track the closing date; auditors and future investors check the STATUTORY deadlines. Allotment must occur within 60 days of receiving application money - if it does not, the money must be refunded with 12% interest, not simply carried forward. Once allotment happens, PAS-3 must be filed with the ROC within 15 days - a late PAS-3 does not undo the allotment, but it is exactly the kind of gap a due-diligence team flags and a delayed or missing filing can complicate a future round’s closing.
Practical example
Investor wires ₹3 crore before complete paperwork. Finance creates round-closing checklist: separate bank receipt trail, board approval, offer record, allotment timeline, PAS-3 support and cap table update.
Evidence and control checklist
| Area | What to check | Evidence to save |
|---|---|---|
| Legal trigger | What law/filing/commercial event makes private placement risky. | Legal note, board approval and filing tracker. |
| Financial impact | Dilution, tax, cash, accounting or investor-reporting impact. | Computation sheet and CFO sign-off. |
| Document trail | Whether every claim is backed by contract, certificate or portal filing. | Indexed folder with PDFs and screenshots. |
| Review owner | Who prepares, reviews and signs off. | Owner matrix and version log. |
| Investor/audit view | How this will look in diligence, audit or future round. | Diligence memo and exception tracker. |
For the connected rule, example or next step, see AOC-4 Filing After AGM: Financial Statement Filing Checklist.
Common mistakes
- Receiving money before process readiness.
- Missing separate investor-wise bank proof.
- Allotment delays.
- PAS-3 not matching cap table.
- No offer-letter/register support.
Official reference framework
Based only on official India Code, Startup India, RBI, Income Tax Department and ICAI source pages listed below. Check latest law, forms, portal rules, FEMA pricing/reporting requirements and professional advice before execution.
Official sources used
This article is source-limited to official India Code, Startup India, RBI, Income Tax Department and ICAI material. Source validation date: 17 June 2026. Verify final positions with latest law, FEMA regulations, forms, valuation guidance and professional advice before execution.
- India Code: Companies Act, 2013 - private placement / share issue framework
- India Code: Companies Act, 2013 Section 128 - Books of account
For the connected rule, example or next step, see LLP Penalties and Additional Fees: Late Filing Control Checklist.
FAQs
Because investors, auditors, banks and regulators usually test whether numbers, approvals and filings match the story told in the pitch or MIS.
Signed agreements, board approvals, valuation workings, statutory filings, bank proof and one clean summary tracker.
Some gaps can be remediated, but rushed fixes may delay closing or reduce investor confidence.
Finance/controller should own the evidence file with legal, company secretary and founder inputs.
No number without source, no share issue without cap-table impact, and no investor claim without evidence.
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
- Startup Finance & Cap Tables
- Official starting point
- www.startupindia.gov.in
Page source links
For the connected rule, example or next step, see MGT-14 Filing: Resolutions and Agreements That Need ROC Filing.