Incorporation
We handle the paperwork for issuing new shares: offer letter, valuation coordination, board and shareholder approvals, and the PAS-3 return of allotment filed on time. Documentation and filing facilitation only. The valuation itself is performed by an independent IBBI-registered valuer.
Issuing new shares means an offer letter, a valuation, board and shareholder approvals, and a PAS-3 return of allotment filed inside a deadline that's shorter than most founders expect. We handle the paperwork and keep the two different PAS-3 deadlines straight.
Whenever your company allots new shares, whether to a new investor through a private placement or to existing members, the return of allotment has to reach the ROC through Form PAS-3. Miss the deadline and the penalty runs per day, with no grace period.
The deadline itself depends on which route you're using. A private placement under Section 42 gives you 15 days from allotment. The general case under Rule 12(1) gives you 30. Those two numbers get mixed up constantly, and for a private placement, using the wrong one means you're already late without knowing it.
Scope
Drafted when the allotment goes through private placement; not needed if it's exclusively to existing members.
Maintained per Rule 12 requirements alongside the offer letter.
Prepared for whichever route applies: private placement or preferential allotment.
Filed within 15 days for a private placement under Section 42(8), or 30 days under the general Rule 12(1) case.
Specifics
| Route | PAS-3 deadline | Governing provision |
|---|---|---|
| Private placement | 15 days from allotment | Section 42(8), Companies Act, 2013 |
| General case (e.g. allotment to existing members) | 30 days from allotment | Rule 12(1), Companies (Prospectus and Allotment of Securities) Rules, 2014 |
Two real MCA adjudication orders have penalised companies for treating the private-placement route as a 30-day deadline. One company filed 18 days after the 15-day window closed; another filed 46 days late. Both were penalised specifically for missing the 15-day mark.
A private placement under Section 42, or a preferential allotment under Section 62(1)(c), needs a valuation report from an IBBI-registered valuer to fix the issue price. That report isn't something we produce; it's an independent professional opinion the valuer signs. We coordinate around it rather than substitute for it.
The exact multiplier table for repeat-default fees isn't something we're confident quoting as settled, so we won't. What's certain: filing late twice within a year costs meaningfully more than filing late once, and the safest number is zero late filings.
Process
Step 1 of 4
Route confirmed
We confirm which route applies, private placement or general, since the deadline and required paperwork differ.
Common mistakes founders make
Clarifications
It depends on the route. Private placement under Section 42(8) is 15 days from allotment. The general case under Rule 12(1) is 30 days. Using the wrong one is the single most common way this filing goes late.
Yes, for a private placement or a preferential allotment, from an IBBI-registered valuer. It's not required if the allotment is exclusively to existing members.
Rs 1,000 per day of continuing default under Section 42(9), capped at Rs 25 lakh, and it applies to the company, promoters, and directors.
A higher additional-fee slab can apply to a second or later default within 365 days of the last belated filing. We haven't independently confirmed the exact multiplier figures, so we don't quote them as settled.
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