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Need to Issue New Shares in Your Company in Gangtok?
Get complete share allotment assistance including PAS-3 filing within 15 days, board resolutions, share certificates, and statutory register updates. Expert CA/CS support starting at ₹3,999.
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Fill the Form
Share your basic details through the form.
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A dedicated expert will call to understand your requirements.
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Issue Shares in Your Pvt Ltd Company in Gangtok
End-to-end share issuance filing: from authorized capital check to PAS-3 filing and share certificate issuance. Quick and hassle-free.
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Issue of Shares Filing Package in Gangtok 2026
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Complete within 6 days
6-day turnaround Satisfaction assured
Form PAS-3 (Return of Allotment) Filing
Board Resolution and Allotment Resolution
Share Application Form Preparation
Share Certificate Generation
Register of Members Update
Register of Allotments Update
MCA V3 Portal Filing and Submission
Expert CA/CS Certification
Filing Confirmation with Updated MCA Master Data
Post-Filing Support and Compliance Guidance
*Government fees are additional and vary based on company structure
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Issue of shares increases paid-up capital; file Form PAS-3 within 15 days of allotment on the MCA V3 portal
Six types recognized: rights issue (Section 62), private placement (Section 42), bonus shares (Section 63), sweat equity (Section 54), preferential allotment, and ESOP
Government fee: ₹200 to ₹600 based on nominal share capital; professional fee starts at ₹3,999
A practicing CA or CS must certify PAS-3 before MCA submission
In India, stamp duty on capital increase (SH-7) is 0.1% of the increase amount
Late filing penalty: ₹100 per day of delay; non-filing triggers Section 450 penalties (imprisonment up to 6 months, fine up to ₹5 lakh)
Issue of shares in Gangtok is the legal process by which a private limited company allots new equity or preference shares to existing shareholders or new investors, increasing paid-up share capital under the Companies Act, 2013. It is governed by Sections 42, 46, 54, 62, and 63 of the Act and regulated by the Ministry of Corporate Affairs (MCA).
Every private limited company registered in Gangtok, India that allots new shares must file Form PAS-3 (Return of Allotment) with the Registrar of Companies within 15 days of the allotment date. This is one of the tightest event-based compliance deadlines under MCA regulations. The process involves verifying authorized capital sufficiency, passing board resolutions, receiving subscription money, allotting shares, filing PAS-3, and issuing share certificates within 2 months. All filings for companies in Gangtok are processed by the RoC India office. IncorpX handles the complete process starting at ₹3,999, including documentation, MCA filing, and CA/CS certification.
Founders in Gangtok planning to register a private limited company and bring in investors or reward employees with equity should understand the share issuance process early. Whether you need to allot shares to a co-founder, raise a seed round through private placement, or issue bonus shares from accumulated reserves, the Companies Act prescribes a specific procedure for each type. For the complete national guide, see our Issue of Shares Filing page.
The Companies Act, 2013 recognizes six distinct methods for issuing shares. Each type has different resolution requirements, eligibility criteria, and compliance obligations. Startups in Gangtok raising VC funding typically use private placement, while existing shareholder investments follow the rights issue route.
Parameter
Rights Issue
Private Placement
Bonus Issue
Sweat Equity
Preferential
ESOP
Governing Section
62(1)(a)
42
63
54
62(1)(c)
62(1)(b)
Resolution Required
Board Resolution
Special Resolution
Ordinary Resolution
Special Resolution
Special Resolution
Special Resolution
Offered To
Existing shareholders
Up to 200 persons/FY
Existing shareholders
Directors/employees
Select persons
Employees
Payment
Cash at par or premium
Cash (banking channels)
Free (from reserves)
Non-cash/discount
Cash or non-cash
Cash/cashless
Valuation Required
No (at par)
No
No
Yes
Yes
Yes
Key Limit
15 to 30 day window
Max 200/FY; 60-day allotment
Must have free reserves
15% or ₹5 crore cap/year
Pricing norms apply
ESOP scheme needed
PAS-3 Deadline
15 days
15 days
15 days
15 days
15 days
15 days
Most startups in Gangtok use private placement for investor funding rounds and rights issue for existing shareholder investment. Bonus shares reward shareholders without cash outflow. Sweat equity works well for compensating founders and employees who contribute intellectual property. Not sure? Talk to our CA/CS team for a free recommendation.
Eligibility and Prerequisites for Share Allotment
Before allotting new shares, your company in Gangtok must meet specific prerequisites under the Companies Act, 2013. The most common reason for PAS-3 rejection is insufficient authorized capital, so verify this before starting.
Requirement
Detail
Company Status
Active on MCA portal (not struck off or dormant)
Authorized Capital
Must cover post-allotment paid-up capital (if insufficient, file SH-7 first)
Board Quorum
Minimum 2 directors present for board meeting
DSC
Active Class 3 DSC for authorized signatory
Sweat Equity Age
Company must be at least 1 year old (Section 54)
Private Placement Limit
Maximum 200 persons per FY (excluding QIBs and ESOP employees)
Private Placement Offers
Maximum 4 offers per financial year
Members Limit
Total members cannot exceed 200 after allotment (Section 2(68))
If authorized capital is insufficient, you must increase authorized capital by filing Form SH-7 BEFORE allotting shares. SH-7 stamp duty in India is 0.1% of the increase amount. Filing PAS-3 without adequate authorized capital will be rejected by the RoC.
Step-by-Step Allotment of Shares Process in Gangtok
The share allotment process involves 8 steps and takes 7 to 15 working days depending on the type of issuance. Total cost starts at ₹4,199 (₹3,999 professional fee + ₹200 government fee for companies with up to ₹1 lakh share capital).
Step 1: Verify Authorized Capital Sufficiency
Check whether the company's authorized share capital (stated in the MoA) is sufficient to cover the new shares being issued. Compare the proposed post-allotment paid-up capital against the existing authorized capital. If authorized capital falls short, file Form SH-7 to increase authorized capital before proceeding.
Portal: mca.gov.in | Time: 2 to 3 working days if SH-7 filing is needed
Step 2: Obtain Share Valuation Report
For shares issued at a premium, preferential allotment, or sweat equity, obtain a valuation report from a registered valuer under Rule 11UA of the Income Tax Rules. The report determines the fair market value per share and is mandatory for premium pricing justification. Not required for rights issues at par value.
Cost: ₹3,000 to ₹10,000 | Time: 2 to 3 working days
Step 3: Pass Board Resolution for Share Allotment
Convene a board meeting and pass a resolution approving the issuance and allotment of shares. The resolution must specify the number of shares, face value, premium (if any), names of allottees, and the type of issuance.
Time: 1 working day
Step 4: Pass Special Resolution (If Required)
For private placement (Section 42), sweat equity (Section 54), and preferential allotment, pass a Special Resolution at an EGM or through postal ballot. File Form MGT-14 with the RoC within 30 days. Not required for rights issues or bonus shares.
Form: MGT-14 | Time: 1 to 2 working days
Step 5: Issue Offer Letters and Receive Subscription Money
Send offer letters (Form PAS-4 for private placement) to the proposed allottees. Receive subscription money via banking channels only. For private placement, allotment must happen within 60 days of receiving the application money.
Form: PAS-4 (private placement) | Time: 1 to 3 working days
Step 6: Pass Allotment Resolution and Update Registers
After receiving subscription money, convene a board meeting to pass the allotment resolution. Update the Register of Members (Form MGT-1), Register of Share Transfers, and Register of Allotments with details of each allottee.
Time: 1 working day
Step 7: File Form PAS-3 with MCA
File Form PAS-3 (Return of Allotment) on the MCA V3 portal within 15 days from the date of allotment. The form requires a digital signature certificate (DSC) of the authorized signatory and certification by a practicing CA or CS.
Government fee: ₹200 to ₹600 | Time: 1 to 2 working days
Step 8: Issue Share Certificates
Issue share certificates to allottees within 2 months of allotment as per Section 46. Each certificate must bear a distinctive number and signatures of at least two directors. Pay applicable India stamp duty on each certificate (₹1 per certificate).
Time: 1 to 2 working days
Filing PAS-3 after 15 days triggers ₹100/day penalty. Many companies miss this deadline because they wait for share certificate issuance. File PAS-3 first, then issue certificates (you have 2 months for certificates but only 15 days for PAS-3).
Documents Required for Issue of Shares in Gangtok
Prepare the following documents before starting the share allotment process. All documents must be in PDF format for MCA V3 portal upload (maximum 6 MB per attachment).
#
Document
Purpose
Format
1
Company PAN Card
Identity verification for MCA filing
Scanned copy
2
Certificate of Incorporation
Company identity proof
Scanned copy
3
MoA and AoA (latest)
Authorized capital verification
Scanned/digital
4
PAN and Aadhaar of Allottees
Allottee identity verification
Scanned copy
5
Board Resolution Minutes
Allotment approval evidence
Signed PDF
6
Share Application Forms
Subscription evidence
Signed originals
7
Bank Statement/Receipt
Proof of money received
Bank-certified
8
DSC of Authorized Signatory
MCA portal filing
Active Class 3 DSC
Additional Documents by Share Issuance Type:
Type
Additional Documents Required
Private Placement
PAS-4 (offer letter), PAS-5 (record of offers), MGT-14 (Special Resolution filing), bank receipt within 60 days
Sweat Equity
Valuation report from registered valuer, Special Resolution, MGT-14 filing
Preferential Allotment
Valuation report, Special Resolution, MGT-14 filing, pricing justification
NRI/Foreign Investor
FC-GPR (RBI form), FEMA compliance certificate, AD bank remittance receipt
PAS-3 Filing: Return of Allotment for Companies in Gangtok
Form PAS-3 is the statutory return filed with the Registrar of Companies after a company allots new shares. Companies registered in Gangtok, India file PAS-3 online through the MCA V3 portal, and the filing is processed by the RoC India.
PAS-3 Government Fee Schedule:
Nominal Share Capital
Filing Fee
Up to ₹1,00,000
₹200
₹1,00,001 to ₹5,00,000
₹300
₹5,00,001 to ₹25,00,000
₹400
₹25,00,001 to ₹1,00,00,000
₹500
Above ₹1,00,00,000
₹600
PAS-3 must be filed within 15 days of allotment. Not 15 days from board resolution. Not 15 days from receiving money. The clock starts from the DATE OF ALLOTMENT as recorded in the board minutes. A single day of delay costs ₹100 in additional fees.
Based on our experience with 4,500+ PAS-3 filings, the most common rejection reason is a mismatch between the allotment date in the board resolution and the date entered in PAS-3 on the MCA portal. Always cross-verify dates in the board minutes, share application forms, and bank receipts before submitting. Our CA/CS team runs a 3-point date verification check on every filing.
Issue of Shares Cost in Gangtok (2026)
Understanding the complete cost breakdown for share issuance filing in Gangtok, India helps you budget accurately:
Includes MGT-14, valuation report, higher govt fees
State-Wise Stamp Duty on Share Allotment and Capital Increase:
For companies in Gangtok, India: Share certificate stamp duty is ₹1 per certificate. Stamp duty on authorized capital increase (SH-7) is 0.1% of the increase amount as per the India Stamp Act.
State
Share Certificate Duty
On Capital Increase (SH-7)
Maharashtra
₹1/certificate
0.1% of increase amount
Delhi
₹1/certificate
0.15% of increase amount
Karnataka
₹1/certificate
0.1% of increase amount
Tamil Nadu
₹1/certificate
0.15% of increase amount
Gujarat
₹1/certificate
0.1% of increase amount
Uttar Pradesh
₹1/certificate
0.1% of increase amount
West Bengal
₹1/certificate
0.15% of increase amount
Rajasthan
₹1/certificate
0.1% of increase amount
Telangana
₹1/certificate
0.15% of increase amount
Kerala
₹1/certificate
0.1% of increase amount
A startup in Gangtok issuing 1,000 equity shares at ₹100 face value through rights issue pays ₹3,999 (professional fee) + ₹200 (PAS-3 government fee for capital up to ₹1 lakh) + ₹1 (India stamp duty on 1 certificate) = ₹4,200 total. Processing takes 7 to 8 working days. No valuation report or Special Resolution needed.
Government fees and stamp duty are payable separately at actuals. The ₹3,999 professional fee covers the complete filing service including documentation, CA/CS certification, and post-filing support. No hidden charges.
Rights Issue vs Private Placement vs Bonus Issue
Choosing the right share issuance method depends on who you want to allot shares to, the compliance burden you can handle, and whether cash inflow is the objective. If you want to transfer existing shares to another person instead of issuing new ones, that follows a different process.
Parameter
Rights Issue
Private Placement
Bonus Issue
Governing Section
Section 62(1)(a)
Section 42
Section 63
Offered To
Existing shareholders only
Select persons (up to 200/FY)
Existing shareholders only
Payment
Cash at par or premium
Cash via banking channels
No payment (free from reserves)
Resolution
Board Resolution
Special Resolution + MGT-14
Board + Ordinary Resolution
Valuation Report
Not mandatory (at par)
Not mandatory
Not required
Renunciation
Allowed
Not allowed
Not applicable
PAS-3 Deadline
15 days
15 days
15 days
Best For
Existing shareholder investment
New investor/VC funding
Rewarding shareholders without cash outflow
Penalties for Late PAS-3 Filing
Form PAS-3 carries one of the tightest filing deadlines under MCA regulations. Missing it by even a single day triggers additional fees:
Delay Period
Additional Fee (₹200 Normal Fee)
Additional Fee (₹600 Normal Fee)
Within 15 days
₹0 (on time)
₹0 (on time)
1 to 10 days late
₹100 to ₹1,000
₹100 to ₹1,000
11 to 20 days late
₹1,100 to ₹2,000 (max cap reached)
₹1,100 to ₹2,000
20+ days late (max cap)
₹2,000 (10x of ₹200)
₹6,000 (10x of ₹600)
Non-filing
Section 450: Imprisonment up to 6 months + fine up to ₹5 lakh for company and officers in default
Issue of Shares to NRI and Foreign Investors in Gangtok
Issuing shares to NRIs and foreign nationals from Gangtok requires additional compliance under the Foreign Exchange Management Act, 1999 (FEMA). After allotment, file both PAS-3 with MCA and FC-GPR with RBI.
Step
Requirement
Timeline
1
Verify sector-wise FDI limit (automatic vs approval route)
Before offer
2
Obtain valuation report at fair market value (FMV)
Before allotment
3
Receive investment via Authorized Dealer (AD) bank
Why Choose IncorpX for Share Issuance Filing in Gangtok?
Based on our experience processing 4,500+ share allotment filings across India, we understand that the 15-day PAS-3 deadline leaves no room for error. Here is what sets IncorpX apart for companies in Gangtok:
4,500+ Filings Completed
Proven track record across rights issues, private placements, bonus shares, sweat equity, and NRI allotments. 99.2% first-attempt approval rate.
Dedicated CA/CS Team
Every PAS-3 form is certified by a practicing Chartered Accountant or Company Secretary. Professional certification is included in the ₹3,999 package.
100% Online Process
No physical paperwork required. We handle MCA V3 portal filing, document preparation, and digital submission for companies in Gangtok.
15-Day Deadline Guaranteed
We prioritize PAS-3 filings to meet the 15-day statutory deadline. Most filings are submitted within 7 to 8 working days of engagement.
End-to-End Documentation
Board resolutions, share application forms, allotment resolutions, share certificates, and statutory register updates are all included.
NRI/FEMA Expertise
Specialized support for share allotment to foreign investors, including FC-GPR filing with RBI and AD bank coordination.
IncorpX provides a full suite of business registration and compliance services in Gangtok, India. Each service is 100% online with expert CA and CS support:
Frequently Asked Questions About Issue of Shares in Gangtok (2026)
These FAQs cover everything from the allotment of shares procedure and PAS-3 filing deadlines to government fees, state stamp duty in India, and NRI compliance requirements. Whether you are a director raising capital in Gangtok, a startup issuing shares to investors, or a CS handling share allotment for clients, these answers will guide you through the process.
Issue of shares is the process of allotting new shares by a company to existing shareholders or new investors under the Companies Act, 2013. It increases the paid-up share capital and requires filing Form PAS-3 (Return of Allotment) with the Registrar of Companies within 15 days of allotment. Companies can issue equity shares, preference shares, or sweat equity shares.
Form PAS-3, called Return of Allotment, is the statutory form filed with the MCA after a company allots new shares. It must be filed within 15 days of the allotment date under the Companies (Prospectus and Allotment of Securities) Rules, 2014. The form records allottee details, share numbers, consideration received, and must be certified by a practicing CA or CS.
Return of allotment is the official MCA filing (Form PAS-3) that a company submits within 15 days of allotting new shares. It serves as a public record of the allotment and updates the RoC's register. The return includes allottee names, number of shares, face value, premium paid, and the type of consideration (cash or non-cash). Government fee ranges from ₹200 to ₹600.
Private placement under Section 42 of the Companies Act, 2013 allows a company to offer shares to a select group of up to 200 persons per financial year (excluding QIBs and ESOP employees). It requires a Special Resolution, offer letter in Form PAS-4, and allotment within 60 days of receiving application money. Maximum 4 offers per year.
Rights issue under Section 62 of the Companies Act, 2013 allows a company to offer new shares to existing shareholders in proportion to their current holdings. Shareholders get a 15 to 30 day acceptance window and can renounce their rights to another person. Only a Board Resolution is needed; no Special Resolution is required.
Bonus share issue under Section 63 of the Companies Act, 2013 allows a company to issue fully paid-up shares to existing shareholders without any payment. Shares are capitalized from free reserves, securities premium account, or capital redemption reserve. Requires a Board Resolution and Ordinary Resolution. Bonus shares cannot be issued from revaluation reserves.
Sweat equity shares under Section 54 of the Companies Act, 2013 are issued to directors or employees at a discount or for non-cash consideration (intellectual property, know-how, value additions). The company must be at least 1 year old. Annual cap is 15% of paid-up capital or ₹5 crore (whichever is higher) with an overall cap of 25% and a 3-year lock-in period.
Preferential allotment is the issue of shares to a select group of persons on a preferential basis under Section 62(1)(c) of the Companies Act, 2013. It requires a Special Resolution, a valuation report from a registered valuer, and compliance with pricing guidelines. Filing Form MGT-14 (within 30 days) and Form PAS-3 (within 15 days of allotment) is mandatory.
No. Under Section 53 of the Companies Act, 2013, a company cannot issue shares at a discount to the face value. Any shares issued below face value are treated as void. The only exception is sweat equity shares under Section 54, which can be issued at a discount to employees and directors with a Special Resolution and registered valuer's report.
After the Companies (Amendment) Act, 2015, there is no minimum paid-up capital requirement for a private limited company. Previously, the minimum was ₹1 lakh. A company can now have as low as ₹1,000 in paid-up capital. However, the authorized capital in the MoA must be sufficient to cover any new shares being issued.
A private limited company can issue shares up to its authorized share capital stated in the Memorandum of Association (MoA). There is no statutory cap on the number of shares, but the maximum number of members is limited to 200 under Section 2(68). To issue shares beyond authorized capital, the company must first file Form SH-7 to increase it.
A valuation report from a registered valuer is mandatory for preferential allotment, sweat equity shares, and shares issued for non-cash consideration. It determines the fair market value per share under Rule 11UA of the Income Tax Rules. A valuation report is not required for rights issues at par value or bonus share issues. Cost ranges from ₹3,000 to ₹10,000.
Issue shares in Gangtok in 8 steps: (1) verify authorized capital, (2) obtain valuation report if at premium, (3) pass Board Resolution, (4) pass Special Resolution if private placement, (5) issue offer letters, (6) receive subscription money, (7) file Form PAS-3 within 15 days on the MCA V3 portal, and (8) issue share certificates within 2 months. Your company's registered office must be in Gangtok, and PAS-3 is filed online through the MCA portal regardless of location. Total processing time is 7 to 15 working days. IncorpX professional fee starts at ₹3,999.
Form PAS-3 must be filed with the RoC within 15 days from the date of share allotment under the Companies (Prospectus and Allotment of Securities) Rules, 2014. Late filing attracts an additional fee of ₹100 per day of delay. The maximum additional fee is capped at 10 times the normal filing fee. Non-filing can lead to penalties under Section 450.
The PAS-3 filing due date is 15 days from the date of allotment. For example, if shares are allotted on 1st June, PAS-3 must be filed by 16th June. There is no annual filing window; the due date is event-triggered. Late filing incurs ₹100/day additional fees. The form is filed on the MCA V3 portal and requires a practicing CA/CS certification.
Required documents include: PAN card and Aadhaar of all allottees, Board Resolution minutes, Special Resolution (for private placement/sweat equity), share application forms, valuation report (for premium/preferential allotment), PAS-4 offer letter (for private placement), company PAN, CoI, and latest MoA/AoA. Directors need active DSC for MCA filing.
To increase paid-up capital, issue new shares through rights issue, private placement, or bonus issue and file Form PAS-3 within 15 days. If the current authorized capital is insufficient, first file Form SH-7 to increase authorized capital by amending the MoA. SH-7 filing requires a Special Resolution and state-specific stamp duty (typically 0.1% to 0.15% of the increase amount).
Yes, shares can be issued for non-cash consideration such as intellectual property, technical know-how, or other assets. This is common in sweat equity (Section 54) and preferential allotment. However, a valuation report from a registered valuer is mandatory to determine the fair value. For private placement under Section 42, consideration must be received through banking channels only.
Log in to mca.gov.in V3 portal, navigate to MCA Services then E-Filing, and select Form PAS-3. Enter allotment details: date, number of shares, allottee information, consideration type, and face value. Attach board resolution and valuation report. The form requires DSC of an authorized signatory and certification by a practicing CA or CS. Government fee is ₹200 to ₹600.
Yes, directors can receive shares through rights issue (as existing shareholders), private placement, sweat equity (Section 54), or preferential allotment. For sweat equity, the director must be a current employee or director. The company must follow the applicable procedure for the chosen issuance type, including board/special resolutions and PAS-3 filing within 15 days.
Issue of shares filing costs in Gangtok include: professional fees starting at ₹3,999 (covers board resolutions, PAS-3 filing, share certificates), MCA government fee of ₹200 to ₹600 based on nominal share capital, and state stamp duty on share certificates (₹1 per certificate in India). In India, stamp duty on capital increase (SH-7) is 0.1% of the increase amount. Additional costs apply if SH-7 filing (₹300 to ₹600), valuation report (₹3,000 to ₹10,000), or MGT-14 filing is needed.
PAS-3 government fees depend on nominal share capital: ₹200 (up to ₹1 lakh), ₹300 (₹1 lakh to ₹5 lakh), ₹400 (₹5 lakh to ₹25 lakh), ₹500 (₹25 lakh to ₹1 crore), and ₹600 (above ₹1 crore). Late filing attracts an additional ₹100 per day of delay, capped at 10 times the normal fee.
In India, stamp duty on share certificates is ₹1 per certificate. The more significant stamp duty applies when increasing authorized capital via Form SH-7: India charges 0.1% of the capital increase amount. For example, increasing authorized capital by ₹10 lakh in India costs ₹1,000 in stamp duty alone.
The IncorpX ₹3,999 package includes: drafting board resolutions for allotment, share application form preparation, allotment resolution, PAS-3 filing with MCA within 15 days, share certificate generation, statutory register updates (Register of Members, Register of Allotments), and end-to-end CA/CS expert support. Government fees and stamp duty are payable separately.
The complete share issuance process takes 7 to 15 working days. Simple rights issues at par value can be completed in 7 to 8 days. Private placement with Special Resolution and valuation takes 12 to 15 days. If authorized capital increase (SH-7) is needed, add 2 to 3 additional days. PAS-3 filing itself is processed within 24 to 48 hours on the MCA portal.
Yes, Form PAS-3 must be certified by a practicing Chartered Accountant (CA) or Company Secretary (CS) before filing on the MCA V3 portal. The professional certifies that allotment complies with the Companies Act, 2013 and applicable rules. IncorpX's ₹3,999 package includes expert CA/CS certification as part of the filing service.
Late PAS-3 filing attracts an additional government fee of ₹100 per day of delay beyond the 15-day deadline. This is capped at 10 times the normal filing fee (maximum ₹2,000 to ₹6,000 depending on share capital). Non-filing can trigger penalties under Section 450: imprisonment up to 6 months and a fine up to ₹5 lakh for directors in default.
Yes, PAS-3 is filed entirely online through the MCA V3 portal at mca.gov.in. You need a company login, DSC of the authorized signatory, and certification by a CA/CS. The form accepts digital attachments (board resolution, valuation report). IncorpX handles the complete 100% online process starting at ₹3,999 with no physical paperwork required.
Authorized capital is the maximum share capital a company can issue, stated in the MoA. Paid-up capital is the actual amount received from shareholders for shares issued. Authorized capital is always equal to or greater than paid-up capital. To issue shares beyond authorized capital, the company must first file Form SH-7 with the RoC and pay state stamp duty.
A rights issue (Section 62) offers shares to existing shareholders proportionate to their holdings, needs only a Board Resolution, and allows renunciation. Private placement (Section 42) offers shares to select persons (up to 200/year), requires a Special Resolution, Form PAS-4 offer letter, and 60-day allotment deadline. Private placement has more compliance requirements.
Bonus shares (Section 63) are issued free to existing shareholders by capitalizing reserves; no payment is required. Rights issue (Section 62) offers new shares to existing shareholders at a price (par or premium); shareholders must pay. Bonus shares need an Ordinary Resolution and free reserves; rights issue needs only a Board Resolution and fresh subscription money.
Form PAS-4 is the private placement offer letter sent to proposed allottees under Section 42, containing offer terms, number of shares, price, and payment details. Form PAS-5 is the record of private placement offers maintained by the company. PAS-4 goes to investors; PAS-5 stays with the company. Both are required only for private placement, not for rights or bonus issues.
PAS-3 is filed online on the MCA V3 portal at mca.gov.in regardless of company location. Your company's jurisdictional Registrar of Companies (RoC), India processes the filing. There is no physical submission required. All filings for companies with registered offices in Gangtok are routed to the RoC India office. IncorpX handles PAS-3 filing for companies registered in Gangtok starting at ₹3,999 with 100% digital processing and expert certification.
Share allotment processing time in Gangtok is the same as anywhere in India since PAS-3 is filed on the central MCA V3 portal. Simple rights issues take 7 to 8 working days, while private placement with Special Resolution takes 12 to 15 working days. The RoC India typically processes PAS-3 within 24 to 48 hours of submission. IncorpX ensures all filings for Gangtok companies are completed well within the 15-day statutory deadline.
Not always. Rights issue (Section 62) requires only a Board Resolution with no shareholder approval. Bonus shares (Section 63) need a Board Resolution plus an Ordinary Resolution. However, private placement (Section 42), sweat equity (Section 54), and preferential allotment all require a Special Resolution passed at an EGM or through postal ballot, plus MGT-14 filing within 30 days.
Allotting shares beyond authorized capital is a serious compliance violation. The allotment is treated as irregular and void. The RoC will reject the PAS-3 filing, and the company must refund the subscription money with interest. To regularize, the company must first file Form SH-7 to increase authorized capital, pay state stamp duty, and then re-execute the allotment. IncorpX recommends verifying authorized capital sufficiency as the first step in every share issuance.
Yes, NRIs and foreign nationals can subscribe to shares in an Indian private limited company under FEMA regulations. Shares must be issued at or above fair market value. The company must file Form FC-GPR with the RBI through an Authorized Dealer bank within 30 days of allotment. Investment must come through banking channels, and the sector must allow FDI under automatic or approval route.
Non-filing of Form PAS-3 triggers penalties under Section 450 of the Companies Act, 2013: imprisonment up to 6 months and a fine up to ₹5 lakh for the company and every officer in default. Additionally, the share allotment is not reflected in MCA records, creating ownership disputes. Late filing attracts ₹100/day additional fees capped at 10 times the normal fee.
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