What ROC filings are needed after I raise funds?

Short answerAfter a funding round you must file the return of allotment (PAS-3) with the ROC, file MGT-14 for the special resolution, issue share certificates, pay stamp duty and update your registers. If a non-resident invested, you also file FC-GPR with the RBI. Missing these carries daily late fees.

The core ROC filings

The main one is PAS-3, the return of allotment, filed within 30 days of allotting the shares, with the valuation report and the list of allottees. If shareholders passed a special resolution to authorise the issue, an MGT-14 is filed too. These are what put the new shareholding on the public record.

The housekeeping that goes with it

Alongside the filings you must issue share certificates (generally within two months), pay stamp duty on them, and update the register of members and the cap table. Keeping the PAS-4 offer letter, board and shareholder resolutions, and the bank statement showing the money received completes the file.

Foreign investment adds a layer — an example

If a non-resident subscribed, you must also file FC-GPR with the RBI within 30 days. Example: a startup that allots shares on 1 July files PAS-3 by 31 July and, for a foreign investor, FC-GPR by 31 July as well — the two run in parallel. Both are time-bound with late fees, so calendar them on allotment day. Two smaller items often slip: the MGT-14 for the authorising resolution is also due within 30 days, and stamp duty on the new share certificates is paid under your state’s rules — miss either and the round is technically incomplete on the record. See the full share-issue process; our startup service handles the filings.

Talk to CA Vijay R Singh

Just closed a round and need the ROC filings done? You can message him directly, or book a short call to talk through your situation.

This answer is general information for founders and startups, not tax or legal advice. Tax rates, thresholds and forms change with each Finance Act — please confirm the current position for your own facts, or speak to us, before acting.

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