MCA Form Guide
PAS-4 — Private Placement Offer Letter
Quick answer: The offer letter issued to identified persons in a private placement under Section 42. Must be filed with MCA before the offer is made. Filed with MCA before the offer letter is issued to investors. ₹100/day. Private placement without PAS-4 filing is void and the company must return all money received.
Quick answer
Capital filings tend to follow share issuances, changes in structure, or the company’s first post-incorporation steps. They matter because cap table accuracy affects everything else downstream. Companies raising funds through private placement to identified investors (not more than 200 in a financial year, excluding QIBs and ESOPs). For most founders, the fastest way to stay compliant is to map the filing trigger, gather the documents once, and then submit with the correct digital sign-off.
Who must file
Companies raising funds through private placement to identified investors (not more than 200 in a financial year, excluding QIBs and ESOPs).
When to file
Filed with MCA before the offer letter is issued to investors.
Penalty note
₹100/day. Private placement without PAS-4 filing is void and the company must return all money received.
Filing portal
MCA portal at the official government filing system.
Evidence checklist
Shareholder approvals, allotment evidence, and capital structure records are usually needed before you file.
How to file
- 1
Confirm whether PAS-4 is the correct filing for the event you are handling and that it matches the capital filing trigger.
- 2
Collect the supporting records that match PAS-4: Shareholder approvals, allotment evidence, and capital structure records are usually needed before you file.
- 3
Prepare the form in the MCA portal, validate the entries against the company records, and make any final corrections before signing.
- 4
Upload the signed form, pay the applicable fee, and save the SRN and acknowledgement for audit tracking.
- 5
Store the filing evidence with your statutory records so the next cycle is faster and easier to review.
What this form is used for
The offer letter issued to identified persons in a private placement under Section 42. Must be filed with MCA before the offer is made. Capital filings tend to follow share issuances, changes in structure, or the company’s first post-incorporation steps. They matter because cap table accuracy affects everything else downstream. The purpose is usually either annual disclosure, a one-off event filing, or a statutory update tied to corporate records or regulatory reporting.
FAQ and compliance context
Who usually files PAS-4?
Companies raising funds through private placement to identified investors (not more than 200 in a financial year, excluding QIBs and ESOPs).
What is the deadline for PAS-4?
Filed with MCA before the offer letter is issued to investors.
What happens if PAS-4 is filed late?
₹100/day. Private placement without PAS-4 filing is void and the company must return all money received.
Can the filing be tracked after submission?
Yes. Keep the SRN, acknowledgement, and final uploaded PDF in your records for audit and ROC follow-up.
Is PAS-4 a one-time or recurring filing?
This is a one-time filing tied to a specific corporate event. Once the event has occurred and the form is filed, it does not need to be refiled each year.
Which law or rule requires PAS-4?
Section 42, Companies Act 2013; Rule 14, Companies (Prospectus and Allotment of Securities) Rules 2014
Why this one matters
Open this guide whenever the shareholding stack changes, because fixing capital records later is slower and more expensive.
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