What a Missed PAS-3 Does to Your Cap Table at Diligence

PAS-3 is the MCA filing that officially records who was allotted shares, and it's due within 30 days of allotment. File it late and two things happen: you pay additional government fees that climb with the delay, and — more damaging — you hand your next investor's lawyer an easy, documented gap in the legal history of your cap table. It's one of the first items checked in funding and acquisition diligence.

What PAS-3 is

PAS-3, the Return of Allotment, is filed with the Registrar of Companies whenever a company allots shares — in a funding round, an ESOP exercise, or any fresh issue. It's the official record that ties an allotment to specific shareholders, share counts, and prices. Until PAS-3 is filed, the allotment isn't properly recorded with the MCA, even if your internal register says otherwise.

The deadline and the immediate cost

PAS-3 is due within 30 days of the allotment. Late filing attracts additional fees that increase the longer you wait — a multiple of the normal fee that scales with the delay. That's the visible cost. It's annoying but survivable.

The real cost shows up at the next round

The expensive part isn't the fee — it's diligence. When you raise again (or get acquired), the investor's or acquirer's lawyer reconstructs your cap table from the statutory filings, not from your spreadsheet. PAS-3 filings are how they verify each allotment actually happened and was recorded. A missing or late PAS-3 means:

• A gap or inconsistency between your cap-table spreadsheet and the MCA record, which the lawyer must reconcile.
• A question mark over the validity of an allotment, which can require a rectification or a representation/warranty in the deal documents.
• A signal that compliance hygiene is weak — which makes the lawyer dig harder everywhere else.

None of these kill a deal on their own, but together they slow it down, add legal cost, and weaken your negotiating position at exactly the moment you don't want to be on the back foot. A clean, fully-filed allotment history does the opposite: it makes the cap-table section of diligence boring, which is the goal.

PAS-3 rarely travels alone

A funding round triggers PAS-3 and a valuation, share certificates, and — for foreign investors — FC-GPR, all off the same allotment date. So a missed PAS-3 usually means the rest of that cluster slipped too. (See the full post-raise filing checklist and, for foreign money, the FEMA compliance guide.)

Keep the allotment trail clean by default

ComplianceStack generates the PAS-3 task the moment you record a raise, with its 30-day deadline and a slot to store the filed challan as evidence — so your statutory cap-table history stays complete and instantly producible for diligence. Get your free compliance health check.