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Issue of Shares in India - Rights, Bonus, Private Placement Under Companies Act 2013

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Four Routes: Rights Issue (Section 62), Bonus Issue (Section 63), Private Placement (Section 42), and Preferential Allotment - each with specific compliance

PAS-3 Within 30 Days: Return of allotment must be filed with ROC within 30 days of allotment (15 days for private placement)

Rule 9B Demat Mandate: From June 30, 2025 - non-small private companies must issue all shares only in dematerialised form

Penalty Up to INR 2 Crore: Private placement non-compliance attracts penalty up to amount raised or INR 2 crore (whichever lower) + refund at 12% p.a.

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Raised our seed round through private placement. Patron handled PAS-4, PAS-5, MGT-14, and PAS-3 completely on time. Also coordinated ISIN and RTA for demat issuance. Super professional.
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Anand R.
Founder, Bengaluru SaaS Startup
★★★★★
Issued bonus shares to reward shareholders after three profitable years. CS team drafted EGM notice, prepared reserves certificate, filed special resolution and PAS-3. Zero errors.
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Preethi K.
CFO, Chennai Manufacturing
★★★★★
Brought in a strategic investor through preferential allotment. Needed valuer report, PAS-4, and all filings done correctly. Patron managed the entire process in 7 weeks. Strongly recommend.
SM
Sachin M.
Director, Mumbai Trading Co.
★★★★★
Rights issue to all existing shareholders handled seamlessly. Letter of offer drafted professionally, acceptance window managed, PAS-3 filed within 10 days of allotment.
VK
Vikram K.
Co-Founder, Pune IT Services
★★★★★

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Issue of Shares - Overview

📌 TL;DR - Issue of Shares Services at a Glance

The Companies Act 2013 provides four primary routes for issuing shares: Rights Issue, Bonus Issue, Private Placement, and Preferential Allotment. Return of allotment in Form PAS-3 must be filed within 30 days (15 days for private placement). Private placement is limited to 200 identified persons per FY. From June 30, 2025, non-small private companies must issue shares only in demat form (Rule 9B). Penalty for non-compliance: up to INR 2 crore. Starting at INR 4,999.

When a company decides to raise capital or reward its shareholders, it does so by issuing new shares. The Companies Act, 2013, provides four primary routes, each with its own legal framework, compliance requirements, and timelines. A misstep - such as exceeding the 200-person limit under Section 42, missing the 30-day PAS-3 window, or issuing shares without a Special Resolution - can result in penalties up to INR 2 crore or the entire amount raised.

Patron Accounting provides end-to-end issue of shares services for private limited companies, OPCs, and unlisted public companies - from board resolution and shareholder approval drafting to PAS-3 return of allotment and MGT-14 filing with the Registrar of Companies (ROC).

Content is reviewed quarterly for accuracy.

What is Issue of Shares?

Issue of shares is the process by which a company creates and allots new equity or preference shares to raise capital from existing shareholders, new investors, or both. When shares are issued, the paid-up share capital of the company increases.

The Companies Act 2013 regulates issue of shares through three primary sections: Section 42 (Private Placement), Section 62 (Further Issue of Share Capital - rights issue, preferential allotment, ESOP, loan conversion), and Section 63 (Issue of Bonus Shares).

2026 Update - Rule 9B: All private companies (other than small companies) must now issue shares exclusively in dematerialised form via NSDL or CDSL. Small company threshold from December 2025: paid-up capital up to INR 10 crore and turnover up to INR 100 crore.

Key Terms for Issue of Shares:

PAS-3 - Return of Allotment filed with ROC within 30 days of allotment (15 days for private placement).

PAS-4 - Private Placement Offer-cum-Application Letter sent to identified persons under Section 42.

MGT-14 - Filing of Board/Special Resolutions with ROC within 30 days of passing.

Rule 9B - Demat mandate: non-small private companies must issue shares only in dematerialised form from June 30, 2025.

ISIN - International Securities Identification Number obtained from NSDL/CDSL for demat-compliant issuance.

PAS-3 S.42/62 DEMAT Issue of Shares
Sections 42, 62, 63 PAS-3 Filing

Types of Share Issuance Under Companies Act 2013

TypeSectionKey FeatureWho Gets Shares
Rights Issue62(1)(a)Pro-rata to existing shareholders; 15-30 day acceptance windowExisting shareholders
Bonus Issue63Free shares from reserves; no cash paymentExisting shareholders pro-rata
Private Placement42Max 200 identified persons; PAS-4 requiredNew or existing investors
Preferential Allotment62(1)(c)Pre-determined price; Special Resolution requiredPromoters, VCs, strategic investors
ESOP62(1)(b)Options at pre-determined priceEmployees and directors
Conversion of Loans62(3)Loan to equity; Special Resolution at time of loanLenders/debenture holders

Patron Accounting's Issue of Shares Services

ServiceWhat We Do
Eligibility ReviewAuthorised capital adequacy, demat compliance (Rule 9B), existing offer status, and route selection (Rights/Bonus/Private Placement)
Document DraftingBoard resolution, EGM notice, explanatory statement, PAS-4 offer letter, special resolution - all CS-drafted
Authorised Capital IncreaseSH-7 and MGT-14 filing for capital clause amendment if post-issue capital exceeds current authorised capital
Valuation CoordinationRegistered valuer report for preferential allotment and private placement to determine fair market value
ROC FilingPAS-3, PAS-4, PAS-5, MGT-14, and SH-7 filing on MCA V3 portal within statutory deadlines
Demat CoordinationISIN and RTA coordination with NSDL/CDSL for Rule 9B-compliant share issuance; PAS-6 filing
Our Process

Step-by-Step Share Issuance Procedures

Three distinct procedures under Companies Act 2013. PAS-3 must be filed within 30 days (Rights/Bonus) or 15 days (Private Placement). Penalty for non-compliance: up to INR 2 crore or amount raised.

Step 1

Check Authorised Share Capital

Verify authorised capital is sufficient. If post-issue paid-up capital exceeds authorised, increase first via SH-7 and MGT-14 filing.

Capital checkedSH-7 filed if needed
Capital OK01
Step 2

Convene Board Meeting

Approve the share issuance - fix ratio, price, record date, and terms. 7 days' notice to all directors required.

Board approvedTerms fixed
BOARD
Board Done02
Step 3

File MGT-14 for Board Resolution

File Board Resolution with ROC within 30 days. For private placement: MGT-14 must be filed BEFORE sending PAS-4 offer letter.

MGT-14 filedROC notified
MGT14
MGT-14 Filed03
Step 4

EGM and Special Resolution (if required)

Required for Bonus Issue, Private Placement, and Preferential Allotment. Not required for Rights Issue. File MGT-14 for Special Resolution within 30 days.

SR passedMGT-14 filed
EGMSPECIAL RES
EGM Done04
Step 5

Send Offer / Circulate PAS-4

Rights Issue: Letter of Offer to all equity shareholders (15-30 day acceptance). Private Placement: PAS-4 offer-cum-application to identified persons (max 50 per offer, 200/FY).

Offer sentAcceptance window open
PAS-4OFFER
Offers Sent05
Step 6

Collect Application Money and Allot

Receive money through banking channels only (no cash). Allot shares within 60 days of receiving application money. Pass allotment resolution at Board Meeting.

Money receivedShares allotted
ALLOTTED
Allotted06
Step 7

File PAS-3 (Return of Allotment)

Rights/Bonus: within 30 days. Private Placement: within 15 days. Attach board resolution and list of allottees. Late filing: INR 1,000/day, max INR 25 lakh.

PAS-3 filedROC updated
PAS3
PAS-3 Filed07
Step 8

Issue Share Certificates or Inform Depository

Physical: Issue Form SH-1 within 2 months from allotment. Demat (Rule 9B companies): Inform NSDL/CDSL immediately on allotment. Update Register of Members.

Certificates issuedRegister updated
Complete08

Forms and Documents Required for Share Issuance

FormPurpose and Deadline
PAS-3 (Return of Allotment)Filed with ROC within 30 days of allotment (15 days for private placement)
PAS-4 (Private Placement Offer Letter)Serially numbered offer sent to each identified person - Section 42
PAS-5 (Record of Offers)Maintained by company; copy filed with ROC within 30 days of PAS-4 circulation
PAS-6 (Share Capital Reconciliation)Bi-annual filing for demat companies under Rule 9B
MGT-14 (Resolutions)Board and Special Resolutions filed within 30 days of passing
SH-7 (Capital Alteration)Filed when authorised capital is increased before share issuance
SH-1 (Share Certificate)Issued within 2 months from allotment; or depository informed for demat
Valuation ReportRegistered Valuer certificate for private placement and preferential allotment
Board ResolutionSpecifying number of shares, allottees, price, and terms
Special Resolution (EGM)Required for Bonus Issue, Private Placement, and Preferential Allotment

Common Mistakes to Avoid in Share Issuance

ChallengeImpactHow Patron Accounting Solves It
Sending PAS-4 before filing MGT-14ROC filing must precede the offer letterPatron Accounting files MGT-14 first and only then circulates PAS-4 to identified persons
Exceeding 200-person limit for private placementDeemed public offer; SEBI jurisdiction triggeredWe maintain strict count per FY per security type; QIBs and ESOP employees excluded from count
Missing 60-day allotment windowMoney becomes deposit; 12% p.a. interest liabilityAllotment tracked from day of application receipt; Board Meeting convened well before deadline
Issuing physical certificates post Rule 9BINR 10,000 + INR 1,000/day penalty (cap INR 2,00,000)We verify Rule 9B applicability and coordinate ISIN/RTA with NSDL/CDSL before any new issuance

Share Issuance Service Fees 2026

Fee ComponentAmount
Rights Issue (Private Limited Company)INR 4,999 + GST (board resolution, letter of offer, PAS-3, MGT-14)
Private Placement (Section 42)INR 7,999 + GST (EGM, special resolution, PAS-4, PAS-5, PAS-3, MGT-14 + valuation coordination)
Bonus Issue (Section 63)INR 5,999 + GST (EGM, special resolution, reserves certificate, PAS-3, MGT-14)
Authorised Capital Increase (if needed)INR 2,999 + GST (SH-7 and MGT-14) + government stamp duty on increased capital
ISIN and Demat Coordination (Rule 9B)INR 3,999 + GST (NSDL/CDSL registration, RTA appointment, PAS-6)
Patron Accounting Professional FeesStarting from INR 4,999 (Exl GST and Govt. Charges)

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Issue of Shares consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Share Issuance Deadlines and Penalties

StageEstimated Timeline
MGT-14 filing (Board/Special Resolution)30 days from passing resolution (Section 117(1))
PAS-3 filing (Rights/Bonus Issue)30 days from allotment (Section 39(4))
PAS-3 filing (Private Placement)15 days from allotment (Section 42(8))
Allotment after application moneyWithin 60 days (Section 42(6) / Section 62)
Refund if not allotted in 60 daysWithin 15 days from 60th day (Section 42(6))
Share Certificate issuanceWithin 2 months from allotment (Section 56(4)(a))
PAS-6 filing (demat companies)Within 60 days of each half-year end (Rule 9B)

Penalty Warning: Private placement non-compliance: up to amount raised or INR 2 crore (whichever lower) + refund at 12% p.a. PAS-3 late filing: INR 1,000/day, max INR 25 lakh. Offer to 200+ persons: deemed public offer, SEBI applies.

Key Benefits

Why Choose Patron Accounting for Share Issuance?

Expert CS-Led Drafting

PAS-4 offer letters, board resolutions, EGM notices, and special resolutions drafted by experienced Company Secretaries.

100% On-Time PAS-3

Every PAS-3 filed within statutory deadline. No late filing penalties. INR 1,000/day penalty avoided.

Complete Eligibility Review

Authorised capital adequacy, demat compliance, existing offer status - all verified before proceeding.

Valuation Coordination

Registered valuer report arranged for preferential allotment and private placement valuations.

ISIN and RTA Coordination

Demat-compliant issuance with NSDL/CDSL registration and RTA appointment for Rule 9B companies.

Pan-India Service

Transparent flat-fee pricing from INR 4,999. No hidden charges. Offices in Pune, Mumbai, Delhi, Bangalore.

Why Companies Trust Patron Accounting

500+ Share Issuances Assisted | 100% On-Time PAS-3 Filing | Expert CA and CS Team Across India | Startups to Mid-Size Companies

Comparison of Share Issuance Routes

ParameterRights IssuePrivate Placement
Section62(1)(a)42
Who ReceivesExisting shareholders pro-rataUp to 200 identified persons per FY
Cash InflowYesYes
EGM RequiredNo - Board Resolution sufficientYes - Special Resolution required
Offer LetterLetter of Offer (15-30 day window)PAS-4 (serially numbered)
Valuation ReportNot mandatoryRequired (Registered Valuer)
PAS-3 Deadline30 days from allotment15 days from allotment
Best ForProportional capital raise from existing shareholdersInvestor onboarding - angels, VCs, strategic investors

Related Corporate Compliance Services

Legal Framework - Issue of Shares

ProvisionRequirement
Section 42, CA 2013Private Placement: max 200 persons/FY, PAS-4 offer letter, banking channels only, 60-day allotment window.
Section 62(1)(a)Rights Issue: pro-rata to existing shareholders, 15-30 day acceptance, Letter of Offer.
Section 62(1)(c)Preferential Allotment: Special Resolution, pre-determined price, valuation report.
Section 63Bonus Issue: from free reserves/securities premium only (not revaluation reserves), Special Resolution.
Section 39(4) / 42(8)PAS-3 filing: 30 days (rights/bonus) or 15 days (private placement) from allotment.
Rule 9B, PAS Rules 2014Non-small private companies: demat-only issuance from June 30, 2025.
Section 42(10)Penalty: up to amount raised or INR 2 crore (whichever lower) + refund at 12% p.a.
Section 56(4)(a)Share certificate (SH-1) within 2 months from allotment.

External Authority Link: MCA Portal - Forms and Filing

Frequently Asked Questions - Issue of Shares

Get answers about rights issue, bonus shares, private placement, PAS-3, demat mandate, and share issuance penalties.

Quick Answers

Which form for return of allotment? PAS-3 filed within 30 days (rights/bonus) or 15 days (private placement).

Bonus from revaluation reserves? No. Section 63(1) explicitly prohibits it. Only free reserves and securities premium permitted.

Max persons for private placement? 200 per FY per security type; 50 per individual offer. QIBs and ESOP excluded.

EGM needed for rights issue? No. Board Resolution is sufficient under Section 62(1)(a) - fastest route for capital raising.

File PAS-3 and MGT-14 On Time - Avoid Penalties Up to INR 25 Lakh

Key Deadlines:

  • 30 days: MGT-14 for Board/Special Resolution after passing
  • 30 days: PAS-3 for Rights/Bonus Issue allotment
  • 15 days: PAS-3 for Private Placement allotment
  • 60 days: Complete allotment after receiving application money - otherwise deposit provisions apply
  • 2 months: Issue share certificates after allotment

Penalty: Private placement violation: up to INR 2 crore. PAS-3 late filing: INR 1,000/day (max INR 25 lakh). Offer to 200+ persons: deemed public offer.

Call +91 945 945 6700 or WhatsApp us for a free consultation.

Issue Shares Legally - Starting at INR 4,999

Whether raising capital through rights issue, rewarding shareholders via bonus shares, or onboarding investors through private placement, every share issuance must follow precise legal procedures under the Companies Act 2013. With Rule 9B mandating demat issuance and penalties up to INR 2 crore for non-compliance, professional CS-led compliance is essential.

Patron Accounting's CA and CS team has assisted 500+ share issuances across sectors - from early-stage startup seed rounds to mid-size company capital raises. 100% on-time PAS-3 filing record.

Book a Free Consultation - No Obligation.

Share Issuance Services Across India

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PAS-3, MGT-14 and ROC filing from Patron Accounting

Content Created: March 2026  |  Last Updated:  |  Next Review: March 2027  |  Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed annually. Trigger: MCA amending PAS Rules, Section 42/62/63 provisions, Rule 9B demat mandate, or small company threshold changes.

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