✓ Updated for FY 2026-27event

PAS 3 Fee Calculator — Form PAS-3 Late Filing Fees & Penalty (FY 2026-27)

When is Form PAS-3 due? 15 days for private placements (Section 42), 30 days for other allotments (Section 39). Calculate MCA Table A base fees, Table B late fee multipliers (2× to 12×), and Section 42(9) promoter liability.

📅 Due: 15 Days (Private Placement) / 30 Days (Other Allotments)

⚖️ Penalty: 2x to 12x Table B late fee + ₹1,000/day adjudication penalty

📋 Under: Section 39(4) & Section 42(8), Companies Act 2013 read with Rules 12 & 14, Companies (PAS) Rules, 2014

⚡ Fast Statutory Summary • Sections 39 & 42 • Dual Deadline Rule

Form PAS-3 (Return of Allotment) has two distinct statutory deadlines: 15 days from board allotment for Private Placements (Section 42(8)), and 30 days for all other allotments including rights, bonus, preferential, and ESOPs (Section 39(4)). Late filings attract Table B multipliers (2× to 12× normal fee) plus adjudication penalties of ₹1,000/day (capped at ₹25 Lakh on company, promoters, and directors under Section 42(9), or ₹1 Lakh under Section 39(5)).

✓ Private Placement: Strict 15 Days•✓ Rights / Bonus / ESOP: 30 Days•✓ Table B Multipliers: 2× to 12× Base Fee•✓ Sec 42(9) Cap: ₹25L Each on Promoters & Directors•✓ Sec 446B: 50% Concession for Startups/Small Cos

⚡

Quick Answer: Form PAS-3 Statutory Deadlines & Penalty Clocks (2026)

1. Private Placement (Section 42)15 DAYS

Return of allotment must be filed within strictly 15 days from board allotment date. Late penalty is ₹1,000/day on company plus on every promoter and director personally, capped at ₹25 Lakh each (Section 42(9)).

2. All Other Allotments (Section 39)30 DAYS

Rights issues, preferential allotment, bonus shares, ESOPs, and debenture conversions must be filed within 30 days. Late penalty is ₹1,000/day capped at ₹1 Lakh (Section 39(5)).

Startup Warning: Money raised via private placement cannot be utilised until PAS-3 is filed (Section 42(6) proviso). Utilisation prior to filing attracts up to ₹2 Crore penalty!

Instant Scenario PresetsClick a preset to populate exact regulatory parameters

Allotment & Company Parameters

1. Mode of Allotment (Determines 15 vs 30 Days Clock & Penalty Cap) *

2. Entity Classification (Section 446B Statutory Penalty Relief)

3. Authorised Nominal Share Capital (Determines Table A Base Fee)₹10,00,000

4. Board Allotment Date (Day 0 - DD/MM/YYYY) *

18 Oct 2026

Date of board resolution allotting the shares

5. Filing / Evaluation Date (DD/MM/YYYY) *

23 Oct 2026

Actual or planned submission date on MCA V3

6. Number of Promoters & Directors Facing Personal Liability2 Individuals

Under Section 42(9), ROC penalises promoters and directors personally up to ₹25 Lakh each.

Upstream Statutory Validation Checks (Section 42 & 39)

Were any raised funds utilised before filing Form PAS-3?Section 42(6) strictly prohibits spending subscription money until PAS-3 is submitted. Breach triggers mandatory refund + penalty up to amount raised or ₹2 Cr.

Verify 60-Day Allotment Window from receipt of application money (Sec 42(6))

Combining multiple allotment dates in this single PAS-3? (Max 5 within 30 days)

Company Name (for PDF):

CIN (for PDF):

Certifying Professional Firm:

Statutory Timeline Assessment15 Days Window

Timely Filing

Statutory Due Date

2026-11-02

Section 42(8) Private Placement Rule applied (Strict 15 calendar days).

Total Financial & Adjudication Exposure

₹400

Includes MCA V3 Challan Fee + Potential ROC Adjudication Liabilities

1. MCA V3 Portal Challan Fee₹400

Table A Base Normal Fee:₹400

Table B Delay Multiplier:0× (Nil)

Additional Late Fee:₹0

2. ROC Adjudication Liability₹0

Company Fine:₹0(Cap ₹25,00,000)

Promoters / Directors (2):₹0(₹0 each)

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📌Key Facts

Filed ByPrivate Limited, Public Limited (Unlisted & Listed), One Person Company (OPC), Section 8 Company, Producer Company
Due Date15 Days (Private Placement) / 30 Days (Other Allotments)
Section ReferenceSection 39(4) & Section 42(8), Companies Act 2013 read with Rules 12 & 14, Companies (PAS) Rules, 2014
Concessional Fee Applies?No

📊Fee Schedule

Nominal Capital Bracket	Normal Filing Fee
Less than ₹1,00,000	₹200
₹1,00,000 or more but less than ₹5,00,000	₹300
₹5,00,000 or more but less than ₹25,00,000	₹400
₹25,00,000 or more but less than ₹1 crore	₹500
₹1 crore or more	₹600
Company not having share capital	₹200

What is PAS-3?

Form PAS-3 (Return of Allotment) is the statutory declaration filed with the Registrar of Companies (ROC) pursuant to Section 39(4) and Section 42(8) of the Companies Act, 2013 whenever a company allots shares, debentures, preference shares, or other securities. It intimates the government regarding the identity of allottees, class of securities, nominal value, issue price, premium or discount, and consideration received (cash or non-cash).

Every corporate capital alteration triggers this filing—including founder seed allotments, venture capital rounds, rights issues, bonus issues, preferential allotments, sweat equity, ESOP exercises, and conversion of convertible instruments (CCPS/CCD).

Who Must File PAS-3?

Every company having a share capital—including Private Limited Companies, Public Limited Companies (unlisted and listed), One Person Companies (OPC), Section 8 Non-Profit Companies, and Producer Companies—must file Form PAS-3 upon executing an allotment of securities.

The return must be digitally signed by an authorized Director (DSC) and certified by an independent Practicing Professional (PCS, PCA, or PCMA), except for One Person Companies and Small Companies which are exempt from mandatory professional pre-certification.

PAS-3 Due Date & Timeline

The Two Statutory Clocks: 15 Days vs 30 Days

Unlike standard annual returns which follow financial year deadlines, Form PAS-3 is an event-based statutory return governed by two distinct regulatory timelines:

1. Private Placement (Section 42(8) read with Rule 14): Must be filed within strictly 15 calendar days from the date of the board resolution approving the allotment of securities.
2. All Other Allotments (Section 39(4) read with Rule 12): Must be filed within 30 calendar days from the date of the board resolution approving allotment (governing Rights Issues, Bonus Shares, Preferential Allotments, ESOP Exercises, and Loan/Debenture Conversions).

Anchor Date: The statutory clock begins ticking on the exact date on which the Board of Directors passed the allotment resolution (Day 0). The date on which application money was remitted does NOT determine the filing deadline.

Consequences of Late Filing PAS-3

Triple Legal Exposure for Delayed PAS-3 Filings

Failing to submit Form PAS-3 within the prescribed 15-day or 30-day window exposes the company and its management to three cumulative layers of legal and financial liability:

1. Table B Additional Filing Fee Multipliers

The MCA V3 portal automatically computes escalation multipliers based on authorized share capital and the delay past the event-specific due date:

Delay up to 30 days: 2× normal base fee
Delay 31 to 60 days: 4× normal base fee
Delay 61 to 90 days: 6× normal base fee
Delay 91 to 180 days: 10× normal base fee
Delay beyond 180 days: 12× normal base fee

2. Statutory Adjudication Penalties: Section 42(9) vs Section 39(5)

Beyond portal late fees, ROC Adjudication Officers levy severe civil financial penalties under the Companies Act:

Private Placement Default (Section 42(9)): The company, its promoters, and its directors are individually liable to a continuing penalty of ₹1,000 per day, capped at ₹25,00,000 each!
Ordinary Allotment Default (Section 39(5)): The company and every officer in default are liable to ₹1,000 per day, capped at ₹1,00,000 each.
Section 446B Concession: Small Companies, OPCs, DPIIT-recognised Startups, and Producer Companies pay 50% reduced penalties (capped at ₹2,00,000 for the company and ₹1,00,000 per officer/promoter).

3. Section 42(6) Critical Fund Utilisation Violation

Under the proviso to Section 42(6), subscription money kept in a separate scheduled bank account cannot be utilised until Form PAS-3 is filed. Using money prematurely triggers Section 42(10) with penalties up to the amount raised or ₹2 Crore, plus compulsory refund of all capital with 12% p.a. interest.

⏱️ The Dual Statutory Clocks: Section 42 (15 Days) vs Section 39 (30 Days)

Form PAS-3 is unique in corporate law: the statutory deadline and maximum penalty exposure depend strictly on the mode of allotment.

Regulatory Parameter	Private Placement (Section 42)	Ordinary Allotment (Section 39)
Applicable Instruments / Routes	Angel rounds, Venture Capital, HNI issuances via PAS-4 offer letter	Rights Issues (Sec 62(1)(a)), Bonus Shares (Sec 63), ESOPs, CCPS/CCD conversions
Statutory Filing Deadline	Strictly 15 Calendar Days from board allotment date (Sec 42(8))	30 Calendar Days from board allotment date (Sec 39(4))
Anchor Date (Day 0)	Date of Board Resolution approving allotment (NOT receipt of funds)	Date of Board Resolution approving allotment
Continuing Daily Adjudication Rate	₹1,000 per day of default	₹1,000 per day of default
Statutory Penalty Cap (Standard Company)	₹25,00,000 (Twenty-Five Lakhs) on Company	₹1,00,000 (One Lakh) on Company
Personal Liability Exposure	Promoters AND Directors personally up to ₹25 Lakhs EACH (Sec 42(9))	Every Officer in Default up to ₹1 Lakh each (Sec 39(5))
Section 446B Concession (Startup/Small Co)	Capped at ₹2 Lakhs (Company) / ₹1 Lakh (Promoter/Director)	Capped at ₹1 Lakh (Company) / ₹1 Lakh (Officer)

📊 Table A Normal Filing Fees & Table B Delay Escalation Multipliers

Government portal fees computed on MCA V3 under the Companies (Registration Offices and Fees) Rules, 2014.

Table A: Base Filing Fee by Capital

Authorised Share Capital	Normal Fee
Less than ₹1,00,000	₹200
₹1,00,000 to ₹4,99,999	₹300
₹5,00,000 to ₹24,99,999	₹400
₹25,00,000 to ₹99,99,999	₹500
₹1,00,00,000 or more	₹600
Company without share capital	₹200

Table B: Late Escalation Multipliers

Delay Past Due Date	Escalation Multiplier
Up to 30 days	2× normal fee
31 to 60 days	4× normal fee
61 to 90 days	6× normal fee
91 to 180 days	10× normal fee
Beyond 180 days	12× normal fee
Delay Calculation Basis	Calculated from Day 16 or Day 31

⚠️ The Startup Trap: Upstream Clocks & Fund Utilisation Lock (Section 42(6))

Critical compliance provisions governing application money that frequently trigger heavy ROC compounding orders for emerging companies.

Statutory Rule	Governing Provision	Prescribed Protocol	Consequences of Default
Separate Bank Account	Section 42(6)	Keep all subscription money in a distinct scheduled bank account.	Invalidates private placement offering under Section 42(10).
Fund Utilisation Lock	Section 42(6) Proviso	MONEY CANNOT BE USED UNTIL PAS-3 IS FILED WITH ROC.	Compulsory refund of all money + penalty up to amount raised or ₹2 Cr.
60-Day Allotment Window	Section 42(6) Main Text	Allot securities within 60 days of receiving subscription money.	Refund within 15 days, failing which 12% p.a. interest runs from Day 61.
5-Allotment Batching Rule	MCA V3 Webform Logic	Max 5 allotment dates per form, all within 30 days of filing.	Portal rejects batch; separate PAS-3 required for each event date.

📎 Mandatory Attachments Checklist for MCA V3 Form PAS-3

Checklist of required documentation to ensure Straight-Through-Process (STP) approval and avoid resubmission lapses (T+15 days).

Attachment Name	When Mandatory	Key Details Required
List of Allottees (Schedule)	Always Mandatory (Every Allotment)	Name, address, PAN, occupation, class & number of securities, nominal value, total consideration.
Certified Board Resolution	Always Mandatory	Extract of board meeting approving allotment, specifying share entitlement, date, and signing authorization.
Special Resolution Copy	Private Placement & Preferential Issues	General meeting resolution approved under Section 42 / 62(1)(c) with filed Form MGT-14 SRN reference.
Registered Valuer Report	Non-Cash Issues & Preferential Allotments	Fair value computation per Rule 11 of PAS Rules and Section 247 by an IBBI Registered Valuer.
PAS-4 & PAS-5 Records	Private Placement	Copy of private placement offer letter (PAS-4) and complete record of offerees (PAS-5).
Contract for Non-Cash Allotment	Consideration Other Than Cash	Duly stamped agreement constituting the title of allottee to the shares / intellectual property / assets.

⚖️ Real 2026 ROC Adjudication Precedents on Form PAS-3

Authoritative orders passed by Registrars of Companies highlighting strict enforcement of Section 42 timelines.

Adjudicating Authority	Factual Matrix	Days Delayed	Adjudicated Penalty	Key Legal Precedent
ROC Chennai (5 Mar 2026)	681 CCPS allotted via private placement; company assumed 30-day window instead of 15-day	46 Days	₹1,38,000	Closing funding round does NOT cure late filing; promoters & directors personally penalised under Section 42(9).
Tridib Industries (2026)	Multiple private placement contraventions including belated PAS-3 and fund utilisation	Multiple	~₹16,00,000	Even after applying Section 446B 50% concession, cumulative Section 42 penalties totalled ₹16 Lakhs across directors.

Fee Calculation Example

Scenario 1: Private Placement Allotment (The ROC Chennai Precedent)

A corporate entity with ₹2 Crore capital allots shares via Private Placement on 1st January 2026. The 15-day statutory deadline expires on 16th January 2026. The company files on 3rd March 2026 (46 days delayed):

Normal Filing Fee (₹1 Cr+ capital): ₹600
Table B Multiplier (31–60 days delay = 4×): ₹2,400
Total MCA V3 Challan: ₹3,000
Section 42(9) Company Penalty (46 × ₹1,000): ₹46,000
Section 42(9) Promoter/Director Penalty (2 individuals × ₹46,000): ₹92,000
Total Statutory Adjudication Exposure: ₹1,38,000

Scenario 2: Ordinary Rights Issue (Section 39)

A company with ₹10 Lakh capital allots rights shares on 1st October 2026. The 30-day deadline expires on 31st October 2026. Company files on 15th December 2026 (45 days delayed):

Normal Filing Fee (₹5L–₹25L capital): ₹400
Table B Multiplier (4×): ₹1,600
Total MCA V3 Challan: ₹2,000
Section 39(5) Company Penalty: ₹45,000 (Cap ₹1 Lakh)
Section 39(5) Officers Penalty (2 officers): ₹90,000
Total Adjudication Liability: ₹1,35,000

Frequently Asked Questions

When is Form PAS-3 due for filing with ROC?

The statutory deadline depends strictly on the mode of allotment: For Private Placements under Section 42, PAS-3 must be filed within strictly 15 days from the date of the board resolution allotting securities. For all other allotments (Rights issues, Bonus shares, ESOPs, Preferential issues under Section 62(1)(c), and Debenture conversions), it must be filed within 30 days from the date of allotment under Section 39(4).

Is PAS-3 due date 15 days or 30 days?

Both deadlines exist under corporate law: 15 days applies to Private Placements pursuant to Section 42(8) read with Rule 14. 30 days applies to ordinary allotments (rights, bonus, sweat equity, ESOPs) under Section 39(4) read with Rule 12. Treating a private placement as a 30-day filing is a severe statutory default penalised by ROCs.

What is the late filing fee on MCA V3 for Form PAS-3?

Form PAS-3 is an event-based document governed by Table B escalation multipliers of the Companies (Registration Offices and Fees) Rules: Delay up to 30 days: 2× normal fee; Delay 31 to 60 days: 4× normal fee; Delay 61 to 90 days: 6× normal fee; Delay 91 to 180 days: 10× normal fee; Delay beyond 180 days: 12× normal fee. Normal fees range from ₹200 to ₹600 based on authorised nominal share capital.

What is the statutory adjudication penalty under Section 42(9) vs Section 39(5)?

Under Section 42(9) (Private Placement default), the company, its promoters, and its directors are individually liable to a penalty of ₹1,000 per day of default, subject to a maximum of ₹25,00,000 each. Under Section 39(5) (Ordinary allotment default), the company and every officer in default face a penalty of ₹1,000 per day, capped at ₹1,00,000 each. Eligible Small Companies, OPCs, and DPIIT Startups receive a 50% concession under Section 446B (capped at ₹2 Lakh for company and ₹1 Lakh for individuals).

Can a company utilise application money before filing Form PAS-3?

No! The proviso to Section 42(6) strictly prohibits companies from utilising subscription monies until Form PAS-3 has been submitted to the Registrar. Spending money before filing constitutes an independent breach under Section 42(10), punishable by a penalty up to the entire amount raised or ₹2 Crore (whichever is lower), plus mandatory refund of all subscription monies with 12% p.a. interest.

What is the 60-day allotment window under Section 42(6)?

A company offering securities through private placement must allot securities within 60 days from the date of receiving application money. If unable to allot within 60 days, the company must refund all application money within 15 days from the expiry of the 60th day. Failing this, the company becomes liable to repay the money with 12% p.a. interest calculated from the 60th day onwards.

Can multiple allotment dates be combined in a single Form PAS-3?

Yes, but subject to two strict MCA V3 portal conditions: (1) A maximum of 5 distinct allotment dates can be included in a single form; and (2) All allotment dates must fall within 30 days of the filing date. If any allotment date is older than 30 days from filing, a separate Form PAS-3 must be filed for each allotment date.

What mandatory attachments must be uploaded with Form PAS-3?

Mandatory attachments include: (1) Complete list of allottees (separate list for each allotment date stating name, address, PAN, folio, securities allotted, and consideration); (2) Certified true copy of Board resolution approving allotment; (3) Certified true copy of Special resolution (for private placement or bonus shares); (4) Registered Valuer report (for consideration other than cash or Section 62(1)(c) preferential issues); (5) PAS-4 offer letter and PAS-5 record of offers; and (6) Copy of stamped contract/agreement for non-cash allotments.

Often filed together with:

MGT-14— Filing of Resolutions and Agreements to the Registrar SH-7— Notice to Registrar of any Alteration of Share Capital PAS-6— Reconciliation of Share Capital Audit Report (Half-yearly)DIR-12— Director Appointment & Resignation

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Statutory Disclaimer: Fees and late filing multipliers are estimated based on published schedules under the Companies (Registration Offices and Fees) Rules, 2014 and Companies Act, 2013. Always verify final challan values on MCA21 portal before filing.

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