One CS partner for every share-capital event your company will face — fresh allotment, share transfer between members, authorised-capital increase, buyback under Section 68, or capital reduction under Section 66 with NCLT approval.
Get StartedShare-capital actions are governed by the Companies Act, 2013. Allotment (rights issue under Sec 62, private placement under Sec 42, bonus or preferential) needs board/shareholder approval and filing of Form PAS-3 within 30 days (with PAS-4/PAS-5 for private placement). Transfer requires a stamped share-transfer deed in Form SH-4, board approval and updating the register of members. Buyback under Section 68 needs SH-8/SH-9/SH-11 filings and is capped at 25% of paid-up capital and free reserves. Each route has strict valuation, disclosure and timeline rules that a Company Secretary manages end-to-end.
Share-capital matters are the highest-stakes filings under the Companies Act. A wrong allotment ratio, a missed PAS-3, an unstamped SH-4 — any of these can trigger penalties or disputes between shareholders. We bring board-level CS practice to every transaction.
Private placement (PAS-4), rights issue (Sec 62), bonus issue (Sec 63), preferential allotment, sweat equity (Sec 54), ESOP allotment, conversion of debentures / loans, allotment to subscribers post-incorporation.
SH-4 stamped transfer deed, board approval under Sec 56, register of members update, share certificate endorsement / re-issue, plus listing-company transfer agent coordination if applicable.
SH-7 filing under Sec 61, MOA Clause-V amendment, payment of differential ROC fees and stamp duty, special resolution and MGT-14 — handled end to end.
Section 68 buyback — authorisation in AOA, board / special resolution, declaration of solvency, escrow account, SH-8 / SH-9 / SH-11, MGT-14, PAS-3 cancellation.
Section 66 reduction — special resolution, NCLT petition, creditor consultation, RD / ROC representation, certificate of registration of order, INC-28 filing.
Original certificate issue under Sec 56(4) within 2 months, duplicate issue on lost / damaged certificates with board approval and indemnity, statutory register endorsement.
Typical timeline: 3-7 working days for a routine private placement.
Authorised capital headroom, valuation report (where required by Sec 62/Sec 56(2)(viib) of the IT Act), AOA enabling clause, and existing shareholding-pattern review.
Board resolution to approve allotment, Letter of Offer (PAS-4 for private placement), MGT-14 if special resolution applies, and shareholder approvals where mandated.
Receipt of subscription money in a separate bank account (PAS-3 mandate), board meeting to allot shares, share certificate generation, register updation under Sec 88.
PAS-3 within 30 days, MGT-14 (if applicable) within 30 days, certificate dispatch within 2 months, and entry in Register of Members.
Section 39(4) read with Sec 450 — penalty up to ₹1,000/day during default, plus the additional ROC fee (12× normal beyond 6 months).
Stamp duty at 0.25% of consideration is mandatory. Unstamped transfer deeds are inadmissible as evidence and can derail a transfer in case of dispute.
If shares are issued above fair market value (per IT Rule 11UA), the premium is taxable as "income from other sources" — unless the company is a DPIIT-recognised startup with angel-tax exemption.
Buyback > 25% of paid-up capital + free reserves needs special resolution, regardless of value. Buyback in any FY can't exceed 25%. Debt-equity ratio must remain ≤ 2:1.
The e-form for reporting share allotment to the ROC, filed within 30 days of allotment regardless of mode (private placement, rights, bonus, ESOP, sweat equity, conversion).
Stamped SH-4 signed by both parties, original share certificate, board approval, stamp-duty payment (0.25% of consideration), and update of Register of Members under Sec 88.
Sec 68 — AOA authorisation, board / special resolution, 25% paid-up cap, debt-equity ≤ 2:1 post-buyback, escrow of 25% of consideration, SH-8 / SH-9 / SH-11 / MGT-14 / PAS-3.
Section 66 — special resolution, NCLT petition with creditor consultation, RD / ROC representation, INC-28 to file the order. Typical timeline: 4-6 months.
Mandatory for: preferential issue, sweat equity, conversion, and any premium issue under Sec 56(2)(viib) IT. Not required for rights / bonus issues.
Whether you're closing your first allotment, preparing for an investor round, or returning surplus capital — call us first. The cheapest mistake is the one not made. An initial consultation can be arranged on request.