Board Resolution for Allotment of Shares — Format 2026 (Word)

The allotment resolution for a rights issue or a private placement, with the allottee table and a side-by-side timeline — PAS-3 in 15 or 30 days, allotment within 60 days, certificates within 2 months — as the law stands in 2026.

Free · CORAA original — SA-aligned

Updated 1 Oct 2026

PAS-3 — private placement

Within 15 days of allotment (Sec 42(8))

PAS-3 — rights / other

Within 30 days of allotment (Sec 39(4), Rule 12)

Allot within

60 days of application money; else refund in 15 days

Share certificates

Within 2 months of allotment (Sec 56(4)(b)) — 2026 position

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Engagement details

The client and period this document is for.

Company name

CIN

Registered office address

Date of Board meeting

Place / venue of meeting

Director / CS certifying the copy

The director or company secretary who signs the certified true copy.

Class of shares

Number of shares allotted

Face value per share (₹)

Issue price per share (₹)

Premium per share (₹)

Write "Nil" for an issue at par.

Total amount received (₹)

Date of letter of offer / PAS-4

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Board Resolution for Allotment of Shares — Format 2026

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF {{company_name}} HELD ON {{meeting_date}} AT {{meeting_place}}

CIN: {{cin}}

Registered Office: {{registered_office}}

Use only the recital that applies — Variant A (rights issue) or Variant B (private placement / preferential allotment) — and delete the other before issuing the certified copy. The operative allotment resolution that follows is common to both.

ALLOTMENT OF {{number_of_shares}} Equity SHARES OF ₹ {{face_value}} EACH

VARIANT A — RIGHTS ISSUE [Section 62(1)(a)]

The Chairman informed the Board that, pursuant to the resolution of the Board passed on ____________ and Section 62(1)(a) of the Companies Act, 2013, {{number_of_shares}} Equity shares of ₹ {{face_value}} each were offered at ₹ {{issue_price}} per share to the existing equity shareholders in proportion to their paid-up shareholding, by letter of offer dated {{offer_date}}; that the offer opened on ____________ and closed on ____________; that acceptances, renunciations and application money aggregating ₹ {{total_consideration}} have been received as per the statement placed before the Board; and that ____________ shares not accepted by the shareholders are proposed to be disposed of in the manner set out below, which is not disadvantageous to the shareholders or the company [Section 62(1)(a)(iii); delete if fully subscribed].

VARIANT B — PRIVATE PLACEMENT / PREFERENTIAL ALLOTMENT [Sections 42 and 62(1)(c)]

The Chairman informed the Board that, pursuant to Sections 42 and 62(1)(c) of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, the members approved the issue by special resolution passed on ____________ (Form MGT-14 filed vide SRN ____________ dated ____________); that the private placement offer cum application letters in Form PAS-4 dated {{offer_date}} were issued to the persons identified by the Board, whose names are recorded in Form PAS-5; that the price of ₹ {{issue_price}} per share is supported by the valuation report dated ____________ of ____________, Registered Valuer (Registration No. ____________); and that application money aggregating ₹ {{total_consideration}} has been received from the applicants' own bank accounts into the separate bank account no. ____________ maintained with ____________ for the purpose, the first such receipt being on ____________.

RESOLUTION

"RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder, and the Articles of Association of the company, {{number_of_shares}} Equity shares of ₹ {{face_value}} each, at an issue price of ₹ {{issue_price}} per share (including a premium of ₹ {{premium_per_share}} per share), aggregating ₹ {{total_consideration}}, be and are hereby allotted to the following persons, the said shares to rank pari passu in all respects with the existing Equity shares of the company:

Sl.	Name of allottee	Address / PAN	No. of shares allotted	Distinctive nos. (from – to)	Amount received (₹)
1	____________	____________	____________	____________	____________
2	____________	____________	____________	____________	____________
3	____________ [add rows as needed]	____________	____________	____________	____________
	TOTAL		{{number_of_shares}}		{{total_consideration}}

RESOLVED FURTHER THAT the names of the allottees be entered in the Register of Members, and that share certificates in Form SH-1 be issued to them under the signatures required by Rule 5 of the Companies (Share Capital and Debentures) Rules, 2014 within two months from the date of allotment as required by Section 56(4)(b) of the Act [or, where the company is required to issue its securities only in dematerialised form: 'that the shares be credited to the demat accounts of the allottees through the depository'], after payment of the stamp duty applicable to the issue.

RESOLVED FURTHER THAT the return of allotment in Form PAS-3, with the list of allottees, be filed with the Registrar of Companies within the time prescribed [fifteen days of this allotment for a private placement — Section 42(8); thirty days for a rights issue — Section 39(4) read with Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014], and that the monies received shall not be utilised until the allotment is made and the said return is filed [private placement — Section 42(4)].

RESOLVED FURTHER THAT any director or the company secretary of the company be and is hereby authorised to sign and file the said return and all other forms and documents, to make the necessary entries in the statutory registers, and to do all such acts, deeds and things as may be necessary to give effect to this resolution."

TIMELINE CHECK BEFORE ISSUING THE CERTIFIED COPY

Step	Rights issue — Section 62(1)(a)	Private placement — Section 42
Approval	Board resolution at a meeting (Section 179(3)(c)); no members' resolution	Board resolution + special resolution for each offer (Rule 14(1)); resolution filed in MGT-14 BEFORE the PAS-4 is issued (Rule 14(8))
Offer	Letter of offer sent at least 3 days before the issue opens; offer open not less than 7 days (Rule 12A) and not more than 30 days	PAS-4 to identified persons only, within 30 days of recording their names; not more than 200 persons in a financial year; record in PAS-5
Money	Through banking channels — good practice; keep unallotted money identifiable	By cheque, demand draft or other banking channel, never cash; from the subscriber's own account into a separate bank account with a scheduled bank
Allotment	No period fixed in Section 62; allot within 60 days of receiving the money so that it is not treated as a deposit under the Companies (Acceptance of Deposits) Rules, 2014	Within 60 days of receipt of application money; otherwise refund within 15 days, failing which interest at 12% p.a. from the expiry of the 60th day
Return of allotment	PAS-3 within 30 days of allotment	PAS-3 within 15 days of allotment; money cannot be used until it is filed
Certificates	Within 2 months of allotment — Section 56(4)(b)	Within 2 months of allotment — Section 56(4)(b)

Before allotting, check the authorised share capital: if the allotment takes issued capital beyond it, the increase (ordinary resolution, Form SH-7) must come first.
A private company may shorten the Section 62 offer period and the 3-day despatch rule if ninety per cent of its members consent in writing or by electronic mode — obtain and file the consents with the Board papers.
Where an allottee is a person resident outside India, the FEMA pricing and reporting requirements (Form FC-GPR) run alongside this resolution and have their own deadline.

Certified that the above is a true copy of the resolution passed at the meeting of the Board of Directors of the company held on {{meeting_date}}, that the same has been duly recorded in the minutes book of the company, and that the said resolution is in force and has not been rescinded or modified as on date.

By order of the Board

For {{company_name}}

_______________________________

Director / Company Secretary

DIN / Membership No.: ____________

Place: __________________

Date: ____________

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What’s inside

An excerpt from the template.

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF _ HELD ON _ AT ___

Use only the recital that applies — Variant A (rights issue) or Variant B (private placement / preferential allotment) — and delete the other before issuing the certified copy. The operative allotment resolution that follows is common to both.

ALLOTMENT OF _ _ SHARES OF ₹ ___ EACH

VARIANT A — RIGHTS ISSUE [Section 62(1)(a)]

↑ Excerpt only — the full template is what you download as Word

About this template

What you’re downloading, and when to use it.

This template follows the format published by the Institute of Chartered Accountants of India (ICAI) in the AASB Audit Working Paper Templates (June 2023), the authoritative reference for Indian statutory-audit documentation. Fill in your firm’s letterhead and the engagement details on the form above, click Download Word file, and you’ll get a fully formatted .docx ready to use.

Everything is generated in your browser and on a stateless API endpoint — no account, nothing stored on our servers. We’ll ask for a work email once before your first download so we can send you the file and the occasional relevant update; after that, downloads on this device are instant. Edit freely in Word, Google Docs or Pages before sending to your client.

Common questions

FAQs.

What is the time limit for filing PAS-3 after allotment of shares in 2026?

It depends on the route: 15 days from the date of allotment for a private placement under Section 42(8), and 30 days from allotment for other allotments such as a rights issue or bonus issue, under Section 39(4) read with Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. A late private-placement return costs the company, its promoters and directors ₹1,000 for each day of default up to ₹25 lakh under Section 42(9), on top of additional filing fees — and the fee rules charge a higher additional fee for a company that files PAS-3 late on two or more occasions within 365 days.

Within how many days must shares be allotted after receiving the application money?

Within 60 days of receipt of the application money in a private placement (Section 42(6)). If the company cannot allot within 60 days it must repay the money within the next 15 days, and if it fails, repay with interest at 12% per annum from the expiry of the sixtieth day. Section 62 fixes no such period for a rights issue, but the Companies (Acceptance of Deposits) Rules, 2014 treat share application money that is neither allotted within 60 days nor refunded within the following 15 days as a deposit — so the same 60-day discipline is followed for every issue.

Can a private limited company use the share application money before filing PAS-3?

Not in a private placement. Section 42(4) bars the company from utilising monies raised through private placement unless the allotment is made and the return of allotment is filed with the Registrar. Until then the money stays in the separate bank account with a scheduled bank into which it was received, and can be used only for adjustment against allotment or for refund. Registrars have penalised companies both for not keeping a separate account and for spending the money before filing PAS-3.

Can allotment of shares be approved by a circular resolution?

It should be passed at a Board meeting. The power to issue securities is reserved to a resolution passed at a meeting of the Board by Section 179(3)(c), and Secretarial Standard SS-1 lists the issue of securities among the items that are not to be passed by circulation. Since the allotment completes the issue, the settled practice is to allot at a meeting; directors may join by video conferencing.

Is MGT-14 required for allotment of shares by a private company?

For a private placement, yes — twice over. The members' special resolution is filed in MGT-14 like any special resolution, and Rule 14(8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 says the offer letter in PAS-4 can be issued only after the relevant resolution has been filed with the Registry, with private companies specifically required to file the Board resolution under Section 179(3)(c). For a rights issue no members' resolution is needed, and a private company's Board resolution is not filed, because private companies are exempt from Section 117(3)(g).

How long can a rights issue offer stay open?

Not less than 7 days and not more than 30 days from the date of the offer. Section 62(1)(a)(i) sets the 30-day ceiling, and Rule 12A of the Companies (Share Capital and Debentures) Rules, 2014 fixes the minimum at 7 days. The letter of offer must be sent to all existing shareholders at least 3 days before the issue opens (Section 62(2)). In a private company, both periods can be shortened if 90% of the members consent in writing or by electronic mode.