Board Resolution: Allotment of Shares
Allot equity shares at a board meeting after the money is received, recording the allottees, price and the return of allotment to be filed.
What it is
After a company receives application money for shares, its board allots the shares by resolution. Shares may be issued by private placement under Section 42 of the Companies Act, 2013 (with an offer letter in Form PAS-4 to identified persons, approved by special resolution) or as a rights issue to existing members under Section 62(1)(a). The resolution records the type of issue, number and class of shares, face value and premium, the allottees and the date money was received.
When it is used
- Issue of shares to promoters or investors after incorporation.
- Rights issues to existing shareholders.
- Private placement to angel investors.
What the template covers
- Company name, CIN and meeting details
- Type of allotment and class of shares
- Face value, premium and number of shares
- Allottees
- Date money received and date of allotment
- Filing of PAS-3 and issue of share certificates
Details you will need
The generator asks for the following. Fields marked with an asterisk in the form are required; the rest can be left blank and filled in later in Word.
Company
Company Name; CIN; Registered Office
Meeting
Board Meeting Date; Place of Meeting
Allotment
Allotment Type; Share Type; Face Value per Share (₹); Premium per Share (₹); Number of Shares Allotted
Allottees
Allottees: Allottee Name, PAN, Address, Shares Allotted, Amount Received (₹)
Settlement
Date Money Received; Date of Allotment
Authentication
Chairman Name; Chairman DIN
Stamp duty, registration and filing
Under a private placement, money must be received in a separate bank account and shares allotted within 60 days; otherwise the money is refunded within 15 days, with interest after that. The return of allotment in Form PAS-3 is filed with the ROC within 15 days of allotment (Section 39). Share certificates are issued within two months, and private companies other than small companies must issue securities in demat form under Rule 9B. Allotment to non-residents needs FEMA pricing and reporting (Form FC-GPR).
Generate the BR — Allotment of Shares
Fill in the form and download the draft as a Word file. It is a general template, not legal or professional advice; have it reviewed for your facts before you sign or rely on it.
Need this checked against your facts, or the registration or filing that follows (e.g. the related MCA e-form)? Contact SKAG and Associates
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Frequently asked questions
What is the time limit for filing PAS-3?
Within 15 days of allotment under Section 39 of the Companies Act.
Can shares be allotted before receiving money?
No. Application money is received first, and for private placement it must come from the allottee's own bank account.
Is stamp duty payable on issue of shares?
Yes. Stamp duty on issue of shares is payable at the rate notified under the Indian Stamp Act, 1899, collected through the depository or paid by the company for physical certificates.
This page gives general information for reference only. Laws, stamp duty rates and filing requirements change and differ between States, so confirm the current position for your case. Related: all document templates · free tax calculators · compliance calendar and guides.