Company · Money in
An investor is putting money in — what's the filing chain?
The short answer
A private placement is a sequenced chain, not one form: offer letter in PAS-4, a complete record of offerees in PAS-5, the special resolution filed in MGT-14, money into a separate bank account, allotment within 60 days of receiving it, and PAS-3 within 15 days of allotment. Share certificates follow within two months. If the investor is foreign, the FEMA layer (FC-GPR within 30 days of allotment) runs in parallel — a different regulator entirely.
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
Filed with MCA before the offer letter is issued to investors.
Section 42, Companies Act 2013; Rule 14, Companies (Prospectus and Allotment of Securities) Rules 2014
Not an MCA filing — PAS-5 is a company-to-investor document. Retained in company records.
Section 42, 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.
Registered-valuer report supporting the issue price — required before the offer
Section 42 read with Rule 14, Companies (Prospectus and Allotment of Securities) Rules, 2014
Issued within 2 months of allotment; stamp duty payable
Section 56(4)(b), Companies Act 2013
The sequence
- 1Check authorised capital headroom — increase via SH-7 first if needed
- 2Board + special resolution approving the offer; file MGT-14
- 3Issue PAS-4 offer letters and maintain the PAS-5 record
- 4Receive money in a separate bank account; allot within 60 days
- 5File PAS-3 within 15 days of allotment; issue share certificates within 2 months
- 6Foreign investor? File FC-GPR with RBI within 30 days of allotment
Generate this paperwork now — free
Fill in your company details once and download formal, filing-ready drafts from the resolution studio.
Do it with us — or check it yourself first
Want an email the moment this happens to your company?
The pvtltd.co Watchdog monitors MCA records for your CIN and mails you the exact moment page when something changes — free.
Questions founders actually ask
Can we take the money before allotting shares?
You can receive application money into a separate bank account, but allotment must happen within 60 days of receipt — otherwise the money must be refunded within 15 days, after which it attracts 12% interest and is treated as a deposit.
Can we advertise the round?
No. Private placement prohibits public advertisement or marketing of the offer — that line separates it from a public issue and breaching it is treated as one.
What changes when the investor is foreign?
Everything above still applies, plus FEMA: pricing guidelines, FC-GPR within 30 days of allotment, and KYC documentation through an AD bank. The annual FLA return follows every year the foreign holding exists.
Reviewed by Harun Raaj, Chartered Accountant
Founder, Harun Raaj & Associates. 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.