PAS-3 And FC-GPR For Indian Startups: The Share Allotment Filing Checklist Founders Should Not Ignore
A funding announcement is not the same thing as a legally finished round. Here is the practical filing checklist founders should follow once shares are allotted and foreign money, if any, enters the structure.
A funding announcement is not the same thing as a legally finished round. Here is the practical filing checklist founders should follow once shares are allotted and foreign money, if any, enters the structure.
This article moves from the direct answer to the practical implications, common risks, action steps and the final BSA recommendation, so founders can read it in order and act with context.
PAS-3 And FC-GPR For Indian Startups: The Share Allotment Filing Checklist Founders Should Not Ignore
A funding announcement is not the same thing as a legally finished round. Here is the practical filing checklist founders should follow once shares are allotted and foreign money, if any, enters the structure.
1. Why This Filing Pair Matters More In A Selective Market
India’s funding market is still selective in May 2026. Weekly trackers are showing capital returning, but that does not make founders safer after signing a term sheet. It makes them more exposed, because investors now expect the legal and reporting file to be clean from day one.
That is why PAS-3 and FC-GPR matter so much. These are not background clerical tasks to leave for later. They are the bridge between announced funding and legally completed funding.
2. What Gets Filed, Where, And On Which Clock
| Form | Where it goes | Why it exists | Time trigger |
|---|---|---|---|
| PAS-3 | MCA / ROC | Return of allotment after the company issues securities | Within the statutory filing period after allotment; the MCA PAS-3 instruction kit reflects a thirty-day rule for the applicable allotment route. |
| FC-GPR | RBI reporting route | Foreign investment reporting for issue of equity instruments to a non-resident | Within thirty days from the date of issue or allotment of the equity instruments. |
In practice, founders should not wait for the last day on either filing. Board approvals, valuation references, KYC, FIRC trail, and allottee details need to be assembled immediately once the allotment event is locked.
3. The Minimal Document Stack Founders Should Have Ready
- Board resolution approving allotment, price and investor names.
- Share subscription or securities subscription paperwork.
- Updated cap table showing pre-money, new issue and post-allotment holding.
- Allottee list, PAN details and address records for PAS-3 support.
- Valuation support, FIRC trail, KYC documents and AD bank coordination where foreign money is involved.
- Share certificate issue plan, stamp duty working and register updates.
4. The Mistakes That Usually Delay Or Damage The File
If the allotment date in board papers, cap table notes and filing support does not match, the whole compliance narrative becomes weak.
Founders often remember PAS-3 but miss the RBI reporting angle where a non-resident investor has come in.
KYC, bank trail and allottee details collected at the last minute almost always slow the process down.
Someone must own the close-out list. If everyone assumes someone else is doing it, the deadline starts winning.
5. A Founder-Side Close-Out Checklist
- Confirm the final allotment date in writing with your CS and finance lead.
- Freeze the final investor list and instrument details.
- Prepare the PAS-3 support pack on the same day, not a week later.
- If there is foreign investment, start FC-GPR support immediately with bank and KYC records.
- Update the register of members, share certificate schedule and diluted cap table version.
- Store every signed, stamped and filed document in the fundraising data room for the next diligence cycle.
6. FAQ – PAS-3 And FC-GPR
Need help applying this to your company?
Share the company stage, urgency and issue. BSA can tell you what matters now, what can wait, and what should be handled before the next filing, investor conversation or expansion step.
Need help applying this to your company?
Share the company stage, urgency and issue. BSA can tell you what matters now, what can wait, and what should be handled before the next filing, investor conversation or expansion step.
Need help applying this to your company?
Share the company stage, urgency and issue. BSA can tell you what matters now, what can wait, and what should be handled before the next filing, investor conversation or expansion step.
Need help applying this to your company?
Share the company stage, urgency and issue. BSA can tell you what matters now, what can wait, and what should be handled before the next filing, investor conversation or expansion step.
