Private Placement (S.42)
Issue shares via private placement: Board + SR, PAS-4 offer letter, max 200 persons per FY. Private Placement (S.42) takes 8 steps over about 209 days and is filed with the ROC on PAS-4, PAS-3, MGT-14 and PAS-5.
Last updated: 10 August 2026
What if it’s filed late?
MCA charges additional fees that rise with the delay, up to 12 times the normal filing fee. OnCompliance tracks the date and warns you before it costs anything.
What is the timeline for Private Placement (S.42)?
8 steps over about 209 days, filing PAS-4, PAS-3, MGT-14 and PAS-5 with the ROC. Each deadline below runs from the step before it.
| # | Step | Form filed | Deadline |
|---|---|---|---|
| 1 | Pass Board Resolution | None | within 7 days |
| 2 | Pass Special Resolution at GM | None | within 30 days |
| 3 | Issue PAS-4 Offer Letter | PAS-4 | within 7 days |
| 4 | Collect Application Money | None | within 30 days |
| 5 | Allot Shares | None | within 60 days |
| 6 | File PAS-3 with ROC | PAS-3 | within 15 days |
| 7 | File MGT-14 | MGT-14 | within 30 days |
| 8 | File PAS-5 (Record of PP) | PAS-5 | within 30 days |
What are the steps, in order?
The 8 steps below run in order; the day counts show how long each one allows.
Pass Board Resolution
Board approves private placement including pricing and terms.
Pass Special Resolution at GM
Members pass SR for private placement.
Issue PAS-4 Offer Letter
Send private placement offer letter (PAS-4) to identified persons. Max 200 per FY per type.
Collect Application Money
Receive application money. Must allot within 60 days or refund.
Allot Shares
Board allots shares within 60 days of receipt of application money.
File PAS-3 with ROC
File return of allotment within 15 days.
File MGT-14
File SR with ROC within 30 days.
File PAS-5 (Record of PP)
Maintain and file record of private placement.
Every guide runs like this in OnCompliance: steps in order, dates in view, paperwork made for you at each step.
Common questions
How long does Private Placement (S.42) take?
About 209 days across 8 steps. The first step is: Pass Board Resolution.
Which MCA forms are filed for Private Placement (S.42)?
PAS-4, PAS-3, MGT-14 and PAS-5. PAS-3 is the return of allotment filing under §39 of the Companies Act 2013. MGT-14 is the filing of resolutions filing under §117 of the Companies Act 2013.
What does it cost if PAS-4, PAS-3, MGT-14 and PAS-5 are filed late?
MCA charges additional fees that rise with the delay, up to 12 times the normal filing fee.
Can OnCompliance run Private Placement (S.42) for me?
Yes. OnCompliance runs the same steps in order, dates in view, with the paperwork made for you at each step.