Share allotment documentation

Identify the issue route

Distinguish a rights issue, private placement, bonus issue, conversion or another permitted route before preparing documents. A transfer of existing shares is different from an allotment of new shares. The approvals, offer process, valuation and reporting requirements depend on that distinction.

Record the instrument, class, face value, premium, number of securities and proposed consideration. Check the available authorised capital and constitutional authority, and identify any changes needed before proceeding.

Assemble the approval trail

• Current memorandum and articles, with relevant issue powers.
• Board papers explaining the proposed transaction and its terms.
• Member approvals and explanatory material where applicable.
• Valuation or pricing support required for the issue route.
• Offer, subscription or conversion documents and acceptances.
• Any required regulatory or contractual consent.
• The actual allotment decision and authorised filing signatory.

Create the allottee schedule

Maintain a controlled schedule of investor names, identification and address details, securities allotted, consideration and relevant dates. Match the legal name to the supporting identity and subscription records. Keep separate allotment dates identifiable even when one commercial round involves several closings.

For example, two investors may subscribe on different dates and receive shares in separate board allotments. Preserve the separate receipt and allotment events rather than combining them into an invented single closing date.

Reconcile the consideration

Match cash subscriptions to the bank records and ledger. Explain differences caused by charges, currency conversion or partial receipts. For non-cash consideration or conversion, retain the relevant agreement, valuation and accounting support.

Do not treat every payment from an investor as share capital. Identify refunds, loans, deposits or other amounts separately and review any restrictions on receipt or use of funds under the chosen issue route.

Prepare the allotment filing

Use the current MCA PAS-3 instructions for the applicable transaction and assemble the required particulars and attachments. The filing should agree with the allotment decision, allottee schedule and post-issue capital structure.

Determine the deadline for the actual issue route, including any special private-placement requirements. Do not assume one generic filing period covers every allotment. Check required related filings separately, since PAS-3 does not replace approvals or other statutory steps.

Update ownership evidence

Reconcile the register of members, capitalisation table and books after the issue. Complete the applicable share-certificate or depository process, including the company’s dematerialisation obligations where relevant.

Keep evidence of delivery or credit and address discrepancies promptly. A spreadsheet showing an investor as an owner is useful for management but does not by itself replace the statutory and securities records.

Coordinate cross-border investment

For a non-resident investor, retain residence, remittance and bank KYC information and review investment route, pricing and instrument eligibility. Link the company-law transaction file to the applicable FEMA reporting record.

Use consistent quantities, names, dates and consideration across systems. If the reporting treatment differs because of a specific rule or currency basis, retain a written reconciliation rather than silently changing the underlying facts.

Close the transaction file

Keep signed approvals, final offer documents, payment evidence, valuation, filing copies, acknowledgements and updated ownership records together. Record remaining actions with owners and target dates, including returned filings or missing certificates.

Kosha.Services can help organise the issue checklist and reconcile the transaction records. Provide the proposed terms and current capital structure before funds are collected so that document preparation follows the correct route.