Board Resolution for Allotment of Shares – Format (Section 42) + Word & PDF

Board Resolution for Allotment of Shares — Format (Section 42, PAS-3)

A ready board resolution to allot shares on a private placement under Section 42 of the Companies Act, 2013, with the PAS-4, special resolution, 60-day allotment and PAS-3 steps built in. Download the editable Word file or the fillable PDF, or build a customised resolution with our free generator.

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Sample resolution — allotment on private placement

RESOLVED THAT pursuant to Section 42 and Section 62 of the Companies Act, 2013 and the special resolution of the members dated [date], [number] equity shares of Rs [face value] each, at a price of Rs [issue price] per share, be and are hereby allotted to the allottees named below, and that the return of allotment in Form PAS-3 be filed with the Registrar within fifteen days of this allotment.

Private placement — the key steps

StepRequirement
Special resolutionMembers pass a special resolution for each offer or invitation.
Offer letterForm PAS-4 to identified persons, not exceeding 200 in a financial year (excluding QIBs and ESOP allottees).
Application moneyKept in a separate bank account and used only for allotment or refund.
AllotmentWithin 60 days of receipt of the application money; otherwise refund within 15 days, failing which interest at 12% p.a. applies.
Return of allotmentForm PAS-3 within 15 days of allotment; no fresh offer until the previous PAS-3 is filed.
For a rights issue under Section 62(1)(a), the members’ special resolution and PAS-4 are not required, but a board resolution and Form PAS-3 are still needed. This is a general format; confirm the current MCA e-form before filing. Not legal advice.

Related templates & tools

Share Certificate Generator (SH-1)Issue certificates for the allotted shares. Register of AllotmentRecord the allotment in the register. All Board Resolution FormatsEvery common board resolution.

Allotment of Shares – FAQs

When is Form PAS-3 filed?

The return of allotment in Form PAS-3 is filed within 15 days of the allotment. For a private placement, no fresh offer may be made until the previous PAS-3 is filed.

Is a special resolution needed for a private placement?

Yes. Each private placement offer or invitation under Section 42 requires a special resolution of the members, and an offer letter in Form PAS-4 to identified persons.

How many persons can a private placement be made to?

Not more than 200 identified persons in a financial year, excluding qualified institutional buyers and employees under an ESOP.

By when must the shares be allotted?

Within 60 days of receiving the application money; otherwise the money is refunded within 15 days, failing which interest at 12% per annum applies.

Raising capital or allotting shares?

My Cloud Accountant handles your private placement end to end — PAS-4, the special resolution, allotment, share certificates and PAS-3. Talk to us »

Format current as of July 2026. General information only, not legal advice.

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