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Share allotment and submission of form PAS 3

About of Service

  • Structuring and Planning:

    • Advising on the optimal structure of share allotment, ensuring compliance with company law provisions and regulatory requirements.

  • Documentation Preparation:

    • Drafting necessary documents such as board resolutions, shareholder resolutions (if required), and Form PAS-3 for filing with regulatory authorities.

  • Regulatory Compliance:

    • Ensuring adherence to statutory requirements under the Companies Act or relevant regulations governing share allotment processes.

  • Share Allotment Process:

    • Managing the share allotment process, including issuance of share certificates, updating company records, and compliance with timelines specified under company law.

  • Legal and Compliance Review:

    • Conducting legal due diligence to ensure all documentation and processes comply with applicable laws and regulations.

  • Filing and Submission:

    • Filing Form PAS-3 with the Registrar of Companies (ROC) or equivalent regulatory authorities, ensuring accurate and timely submission to comply with regulatory deadlines.

  • Post-Allotment Compliance:

    • Advising on post-allotment obligations, including updating share registers, maintaining compliance with disclosure requirements, and addressing any regulatory queries.

  • Shareholder Communication:

    • Facilitating communication with shareholders regarding the allotment process, issuance of share certificates, and providing necessary documentation.

  • Conflict Resolution and Support:

    • Providing support in resolving any disputes or issues related to share allotment, ensuring resolutions align with regulatory frameworks and stakeholder interests.

  • Strategic Guidance:

    • Offering strategic advice on share capital management, capital structure optimization, and compliance with corporate governance standards related to share allotment.

    • Uses and Benefits
    • Preparation and Structuring: Advising on the optimal structure for share allotment based on company requirements and regulatory guidelines
    • Documentation Preparation: Drafting necessary documents such as board resolutions, shareholder resolutions (if applicable), Form PAS-3, share allotment letters, and any other required declarations or certificates.
    • Regulatory Compliance: Ensuring strict adherence to all statutory requirements under the Companies Act or relevant regulations governing share allotment processes.
    • Coordination and Management: Managing the entire share allotment process, including coordination with internal stakeholders, legal advisors, and regulatory authorities.
    • Form PAS-3 Filing: Preparation and timely filing of Form PAS-3 with the Registrar of Companies (ROC) or equivalent regulatory authority, ensuring all required details are accurately filled and attachments are complete
    • Legal Review and Due Diligence: Conducting thorough legal reviews and due diligence to verify compliance with applicable laws and regulations regarding share allotment.
    • Shareholder Communication: Facilitating effective communication with shareholders regarding the share allotment process, ensuring transparency and addressing any queries or concerns

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    Additional Disclosure

    1. Details of Allotment: Specific information about the allotment of shares, including the number of shares allotted, their nominal value, and any premium paid, if applicable.

    2. Purpose of Allotment: Explanation of the reasons for the share allotment, such as raising capital for expansion, acquisitions, or meeting regulatory requirements.

    3. Board Resolution: A copy of the board resolution approving the allotment of shares, demonstrating corporate governance and internal approval processes.

    4. Shareholder Approval (if applicable): Disclosure of any shareholder approval obtained for the allotment of shares, as required by the company's articles of association or applicable laws.

    5. Compliance with Regulatory Requirements: Confirmation that the allotment of shares complies with the Companies Act, 2013 or relevant corporate laws, including adherence to authorized share capital limits and procedural requirements.

    6. Valuation Report (if applicable): Submission of a valuation report by a registered valuer, if shares are allotted for consideration other than cash (e.g., in exchange for assets).

    7. Utilization of Funds: Disclosure of how the funds raised through the allotment of shares will be utilized by the company, ensuring transparency to shareholders and stakeholders.

    Terms & Conditions

    Documents & Detail Required

    The documents required for share allotment and submission of Form PAS-3 typically include:

    1. Board Resolution:

      • Resolution passed by the board of directors approving the allotment of shares. This should specify the number of shares to be allotted, the allottees, and any other relevant details.

    2. Shareholder Resolution (if applicable):

      • Resolution passed by shareholders approving the allotment of shares, especially if required by the company's Articles of Association or specific circumstances.

    3. Form PAS-3:

      • This form is prescribed under the Companies Act, 2013 (in India) and is used for filing details of the allotment of shares with the Registrar of Companies (ROC) or equivalent regulatory authority. The form includes information such as:
        • Details of allotment (date, number of shares allotted, consideration received, etc.)
        • Particulars of allottees (name, address, PAN, etc.)
        • Board resolution authorizing allotment
        • Shareholding pattern before and after allotment
        • Any attachments required as per the form instructions.

    4. Share Allotment Letter:

      • A formal letter issued to allottees confirming the allotment of shares. It includes details such as the number of shares allotted, consideration paid (if any), and any specific terms or conditions related to the allotment.

    5. Director's Report:

      • In some cases, the Director's Report may need to include disclosures related to the allotment of shares, particularly if it occurred during the financial year for which the report is being prepared.

    6. Auditor's Certificate (if required):

      • In certain situations, an auditor's certificate may be required to confirm compliance with legal and regulatory requirements related to share allotment.

    7. Payment Receipts:

      • Evidence of payment received for the allotment of shares, if shares are allotted for consideration other than cash (e.g., assets, services).

    8. Legal Opinion:

      • A legal opinion from the company's legal advisors confirming compliance with applicable laws, regulations, and the company's Articles of Association concerning the share allotment.

    9. Other Documents:

      • Any other documents as required by the Companies Act, regulations, or specific instructions from the ROC or regulatory authority.

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    OUR REVIEW

    FAQ'S

    What is Form PAS-3?

    Form PAS-3 is a document required under the Companies Act, used for filing details of share allotment with the Registrar of Companies (ROC) or equivalent regulatory authority.

    When is Form PAS-3 required to be filed?

    Form PAS-3 must be filed within 30 days from the date of allotment of shares, along with necessary documents and fees, to comply with regulatory requirements.

    Who needs to file Form PAS-3?

    Companies issuing new shares through private placement, rights issue, preferential allotment, or any other method are required to file Form PAS-3 to report the details of share allotment.

    What information is required in Form PAS-3?

    Form PAS-3 includes details such as the number of shares allotted, consideration received (if any), particulars of allottees (name, address, PAN, etc.), board resolution authorizing allotment, and shareholding pattern before and after allotment.

    What documents are required for share allotment and Form PAS-3 submission?

    Documents typically required include board resolutions, shareholder resolutions (if applicable), Form PAS-3 duly filled and signed, share allotment letters, payment receipts (if shares are allotted for consideration), and any legal opinions or certificates as necessary.

    What are the consequences of not filing Form PAS-3 within the stipulated time?

    Failure to file Form PAS-3 within the prescribed timeline may result in penalties and non-compliance with regulatory requirements, which can affect the company's standing and operations.

    Can shares be allotted for consideration other than cash?

    Yes, shares can be allotted for consideration other than cash, such as assets, services, or other forms of non-monetary consideration. The value of such consideration must be determined and disclosed accurately in Form PAS-3.