You Closed the Round. Here's Every Filing Due in the Next 30 Days
Raising a round triggers a burst of dated MCA and RBI filings — PAS-3, MGT-14, a Rule 11UA valuation, share certificates and (for foreign money) FC-GPR. Here's the post-raise compliance checklist with deadlines.
15 June 2026 · ComplianceStack
Closing a funding round isn't the finish line — it starts a 30-day clock on a cluster of statutory filings. Within roughly a month of allotting shares you typically owe the MCA a PAS-3 (Return of Allotment) and, where applicable, MGT-14; you need a Rule 11UA valuation to support the price; you must issue share certificates and pay stamp duty; and if any investor is foreign, you owe the RBI an FC-GPR. Missing these is the classic diligence red flag at your next round.
Why founders miss this
The round consumes everyone's attention — negotiation, the wire, the celebration. The compliance fires immediately after, quietly, while the team is exhaling. There's no invoice and no portal nudge, so unless someone owns the post-raise checklist, PAS-3 slips and the valuation never gets documented. Then 18 months later a new investor's lawyer asks for the allotment filings and finds gaps.
The post-raise checklist
Here's what a priced equity round typically triggers. Exact applicability depends on your structure and the resolutions passed — confirm with your CS.
1. Board and shareholders' resolutions
Authorise the issue and allotment. These are the source documents every later filing references, so get them right and dated correctly.
2. Rule 11UA valuation
You need a fair-market-value report under Rule 11UA to support the issue price. Keep the certificate fresh — ideally not older than 90 days at allotment — because it also has to reconcile with your FC-GPR if foreign money is involved. (You can sanity-check the methods with BenefitStack's Rule 11UA calculator; note that angel tax was abolished from FY2025-26, but the valuation is still needed for pricing and FEMA — more on what still applies when you raise now.)
3. PAS-3 — Return of Allotment (within 30 days)
File PAS-3 with the MCA within 30 days of allotment. This is the filing that legally records who was issued shares. Late PAS-3 carries additional fees and is one of the first things flagged in diligence — see what a missed PAS-3 does at diligence.
4. MGT-14 (where required)
Certain resolutions must be filed with the MCA in MGT-14, generally within 30 days of passing them. Whether your round needs it depends on the resolutions — check with your CS.
5. Share certificates + stamp duty
Issue share certificates to the new investors and pay stamp duty (the rate is state-specific). Missing or unstamped certificates are a recurring diligence gap.
6. FC-GPR — if any investor is foreign (within 30 days)
If a non-resident invested, file FC-GPR with the RBI within 30 days of allotment (allot within 60 days of receiving the funds). This runs on a parallel clock to PAS-3 off the same allotment date — see our FEMA compliance guide.
One allotment date, several clocks
The thing to internalise: most of these key off a single date — the allotment — and several share the same 30-day window. That's why one slip (a late allotment, a missing valuation) doesn't cause one problem; it cascades into PAS-3, FC-GPR, and the share-certificate trail all at once. And you've just raised — so your runway planning and your compliance both start the same week.
Make the round generate its own to-do list
In ComplianceStack you record the funding round — date, instrument, whether foreign money is involved — and the engine materialises PAS-3, MGT-14, the valuation, share-certificate and FC-GPR tasks as dated calendar items with owners, reminders, and an evidence slot for each filed proof. The post-raise scramble becomes a checklist that fills itself in. Get your free compliance health check.
FAQs
- What needs to be filed after a startup raises a funding round?
- Typically: board/shareholder resolutions, a Rule 11UA valuation, PAS-3 (Return of Allotment) within 30 days, MGT-14 where required, share certificates with stamp duty, and — if any investor is foreign — FC-GPR with the RBI within 30 days of allotment.
- What is the PAS-3 deadline?
- PAS-3 must be filed with the MCA within 30 days of the allotment of shares.
- Do I still need a valuation now that angel tax is abolished?
- Yes. Angel tax (Section 56(2)(viib)) was abolished from FY2025-26, but a Rule 11UA valuation is still required to justify the issue price and to support FEMA filings for foreign investment.
- Does issuing shares to investors create a tax liability for the company?
- Issuing new shares to investors does not, in itself, create a tax bill for the company; secondary sales of existing shares can. See BenefitStack's explainer on what actually creates a tax bill in a round.
This article is general information, not tax, legal or accounting advice. Statutory timelines and thresholds change by notification — confirm applicability and interpretation with your CA, CS, or lawyer before acting.
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