Company · Money in
We're issuing bonus shares — what applies?
The short answer
Bonus shares come from free reserves, securities premium, or capital redemption reserve — never revaluation reserves, under Section 63(1). Pass the resolution, file MGT-14 within 30 days and SH-7 within 30 days of the Section 61 resolution, then allot and file PAS-3 within 15 days of the allotment date. No cash changes hands; you are capitalising existing reserves into new shares.
What gets filed with MCA
Within 15 days of the date of allotment (date of board resolution allotting shares).
Section 39(4), Companies Act 2013; Rule 12, Companies (Prospectus and Allotment of Securities) Rules 2014
Within 30 days of passing the resolution.
Section 117, Companies Act 2013
Within 30 days of passing the ordinary or special resolution under Section 61.
Section 61, Companies Act 2013; Rule 15, Companies (Share Capital and Debentures) Rules 2014
The paperwork nobody tells you about
Statutory formats that never touch the MCA portal — but an ROC inspection or due diligence will ask for every one of them.
Bonus only from free reserves, securities premium, or capital redemption reserve — never revaluation reserves
Section 63(1), Companies Act 2013
The sequence
- 1Confirm bonus sources — free reserves, securities premium, or capital redemption reserve only, not revaluation reserves
- 2Pass the ordinary or special resolution under Section 61 authorising the bonus issue
- 3File MGT-14 within 30 days of the resolution and SH-7 within 30 days of the Section 61 resolution
- 4Allot bonus shares by board resolution and file PAS-3 within 15 days of the date of allotment
- 5Issue share certificates to existing shareholders in proportion to their holdings
Do it with us — or check it yourself first
Questions founders actually ask
Can we issue bonus shares from revaluation reserves?
No. Section 63(1) permits bonus issues only from free reserves, securities premium account, or capital redemption reserve. Revaluation reserves cannot be used.
Which forms are filed for a bonus issue?
MGT-14 within 30 days of the resolution under Section 117, SH-7 within 30 days of the Section 61 resolution, and PAS-3 within 15 days of the date of allotment under Section 39(4).
Do shareholders pay for bonus shares?
No. A bonus issue capitalises existing reserves into new shares at no cost to shareholders. The board resolution allotting shares triggers the PAS-3 filing deadline.
Last verified 2026-08-24 against MCA V3 records and ICSI reference material. Form-level deadlines and penalties live on the linked form pages and update there.