Company · Money in
We're giving ESOPs to the team — what has to be filed?
The short answer
An ESOP scheme must be approved by members through a special resolution under Section 62(1)(b) before any grant — that resolution is filed as MGT-14 within 30 days. Granting and vesting are internal; the ROC filing happens on exercise. When shares are actually allotted, file PAS-3 within 15 days and maintain the SH-6 register of employee stock options.
What gets filed with MCA
Within 30 days of passing the resolution.
Section 117, Companies Act 2013
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
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.
Register of employee stock options maintained by the company
Rule 12(10), Companies (Share Capital and Debentures) Rules, 2014
Scheme approved by members by special resolution before any grant
Section 62(1)(b), Companies Act 2013
The sequence
- 1Draft the ESOP scheme and obtain member approval by special resolution under Section 62(1)(b)
- 2File MGT-14 within 30 days of passing the special resolution
- 3Maintain the SH-6 register of employee stock options from the first grant
- 4On exercise, pass a board resolution allotting shares to the employee
- 5File PAS-3 within 15 days of the date of allotment
Do it with us — or check it yourself first
Questions founders actually ask
Do we file anything when we grant ESOPs?
The ROC filing at grant stage is MGT-14 for the special resolution approving the scheme, due within 30 days under Section 117. PAS-3 is filed on exercise when shares are actually allotted, not at grant.
When is PAS-3 due?
PAS-3 — the return of allotment — must be filed within 15 days of the date of allotment, which is the date of the board resolution allotting shares on exercise. This is under Section 39(4) and Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules 2014.
What register do we maintain for ESOPs?
The company must maintain a register of employee stock options in Form SH-6 under Rule 12(10) of the Companies (Share Capital and Debentures) Rules 2014.
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.