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ROC & ANNUAL COMPLIANCE • PAN INDIA

Private Placement Compliance in India

Buy a controlled corporate action with approvals, filings and registers aligned.

RegisCorp structures private placement compliance around current facts, applicable requirements, source documents and a visible completion trail.

01 • SCOPEWrittenDefined before execution

02 • DELIVERYOnline ledPan India coordination

03 • CONTROLOne teamConnected service context

Request a written scope View service coverage

YOUR DETAILED SERVICE ROUTE

Clarity continues beyond the first step.

The original page-specific roadmap is retained here, with every detail available after the quick enquiry panel.

Scope before submission. Eligibility, procedure, fees and authority requirements depend on current facts and law. Verify the position before relying on a generic checklist.

Review the service map

Short answer

A private placement is an offer of shares or other securities to a select group of people, up to a limit of 200 persons in a financial year, under Section 42 of the Companies Act, 2013. It needs a special resolution, a private placement offer letter to named persons only, payment through banking channels into a separate account, and a return of allotment on Form PAS-3 after allotment. Missing any step can make the issue invalid or attract penalties, so follow the order carefully.

Last updated 5 November 2026. Rules, fees and forms change, so confirm the current position on the official portal before you act.

THE OUTCOME YOU ARE BUYING

Complete private placement compliance with the right facts, approvals and evidence.

The outcome is a controlled corporate action with approvals, filings and registers aligned, not merely a form or template.

Discuss this requirement

PRICE • PROOF • COVERAGE

Clear scope. Visible confidence.

Understand the starting commercial position and the service model before sharing documents or approving work.

STARTING PRICEWritten quote

Confirmed after complexity, records and professional scope review.

Government fees, taxes, stamp duty and third-party charges are separated where applicable.

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02Pan IndiaOnline-led professional coordination

UNDERSTAND THE SERVICE

Private Placement Compliance should begin with the outcome and the facts behind it.

The correct private placement compliance route depends on the applicant, transaction, records, timing and applicable framework. Early review reduces avoidable rework.RegisCorp organises inputs, responsibilities and completion evidence so the client can understand what is being done and what remains dependent on an authority or third party.

Request an applicability review

WHAT IS INCLUDED

Know exactly what the engagement delivers.

A defined scope keeps the application, authority follow-up and operating-readiness work visible from the beginning.

Applicability and scope review

A written map of the requirement, assumptions and dependencies.

Tailored document checklist

A checklist based on the entity, transaction and current records.

Preparation and quality review

Structured preparation with inconsistencies identified before completion.

WHO THIS IS FOR

Designed for clients who want a controlled professional route.

Businesses with a current, genuine service requirement
Founders who want scope and dependencies explained first
Teams able to provide complete and accurate records

WHO THIS IS NOT FOR

Another route or specialist may be required when:

Requests intended to conceal facts or avoid lawful obligations
Matters requiring undisclosed guarantees of authority approval
Assignments outside the competence or professional scope confirmed in writing

SERVICE COVERAGE

What private placement compliance should control.

The exact deliverables are confirmed after applicability and record review.

Eligibility and trigger

Confirm the legal, commercial or operational reason for the service.

Information integrity

Reconcile identity, entity, transaction and supporting records.

DECISION TABLE

Choose the route from the current stage of the requirement.

A new application, correction, recurring filing and issue response are different assignments.

Current stage	Recommended action	Primary output	Key dependency
01Planning	Applicability review	Written route map	Complete facts
02Ready to proceed	Preparation engagement	Application or document pack	Supporting records
03Already submitted	Status or query review	Response action list	Portal or authority record

CONTROL POINTS

Good service delivery separates preparation, approval and authority dependency.

This makes responsibility and progress observable.

Facts drive applicability

The same service name can involve different requirements.

Documents support assertions

Inputs should be consistent across records and portals.

WHY REGISCORP

One organised route from eligibility to operations.

We connect private placement compliance with the wider business, tax, compliance or governance context.

Outcome-first intake

We begin with the business result rather than an unexplained form.

Defined written scope

Deliverables and exclusions are made visible before execution.

DOCUMENT READINESS

Prepare a reliable source file before work begins.

The final checklist varies by service, entity, state, transaction and authority.Request a tailored checklist

Identity and address evidence for relevant parties
Entity registration and constitutional records
Current portal, licence, tax or ownership records
Transaction, employee, financial or operational evidence

OUR WORKFLOW

Assess. Prepare. Approve. Complete.

A controlled sequence reduces omissions and makes exceptions visible.

Discovery

Confirm the requirement and current stage.

Document review

Test inputs for completeness and consistency.

Preparation and approval

Prepare the action and obtain informed confirmation.

INDICATIVE TIMELINE

Understand the stages before completion.

The written scope identifies estimated professional turnaround and external dependencies; no statutory approval date is guaranteed.

01
Initial review
Normally starts after complete intake information is received.
02
Document readiness
Timing depends on availability and correction of source records.
03
Preparation
The service file is prepared for review and approval.

COMMON MISTAKES

Avoid preventable delays, rework and scope gaps.

These issues commonly surface after a commercial commitment, deadline or authority query has already created time pressure.

Starting without an applicability check

This can select the wrong form, authority or document route.

Using inconsistent source data

Conflicts create queries and correction work.

RISK CONTROL

Small input errors can create larger commercial or compliance consequences.

Review the requirement early, disclose accurate facts and retain a complete approval and completion trail.

Delay exposureLate action may narrow options or add cost.
Rejection or queryIncomplete or inconsistent records can trigger follow-up.

The order of steps

Board meeting: approve the issue and call the general meeting.
Special resolution of members for the offer, filed on MGT-14.
Offer letter in Form PAS-4 to the named persons, with the company's record of the offer in Form PAS-5.
Money received through banking channels into a separate bank account kept only for this issue.
Allot within the time allowed from receipt of the money. If the allotment does not happen in time, the money must be refunded within the time the rules set.
File the return of allotment on Form PAS-3 with the Registrar and issue the share certificates or credit the demat accounts.

Rules that catch companies out

The offer is for named persons only, and the offer letter must not be sent to the public or advertised.
The cap is 200 persons in a financial year, with certain people excluded from the count under the rules.
The valuation of the shares should rest on a registered valuer's report where the rules require it.
Use of money for the stated purpose should be recorded, and shareholders' register and records updated promptly.

Related points

If the investor is outside India, FEMA pricing and reporting rules also apply, and the filing deadlines are short. For funding rounds with several investors, a shareholders' agreement and updated Articles usually follow. See our shareholders' agreement and share transfer pages for those steps.

Typical path

1
Week 1
Valuation, board approval and notice for the general meeting.
2
Week 2
Special resolution, MGT-14 and offer letters.
3
Week 3
Receive funds, allot shares.
4
After allotment
File PAS-3 and update registers and certificates.

Common mistakes to avoid

Receiving money before the special resolution and offer letter are in place.
Using a personal bank account for the application money.
Missing the PAS-3 filing after allotment.
Exceeding the 200 person limit without noticing.

Official sources

PRACTICAL QUESTIONS

Private Placement Compliance frequently asked questions

General information only. Applicability and professional responsibility are confirmed from current facts and law.Ask an expert question

01What is included in this service?+

The final written scope identifies the applicability review, documents, preparation, filing or drafting work, follow-up and completion evidence included.

02How long does it take?+

Professional turnaround depends on complexity and record readiness; authority or third-party processing is outside professional control.

03What documents are required?+

The checklist depends on the entity, people, transaction, state and current status and is provided after initial review.

PRIMARY REFERENCE

Verify the current official framework.

Ministry of Corporate Affairs Ministry of Corporate Affairs India Code

Explore · prepare · decide

A practical next step, at your pace.

Simple tools for planning your conversation. No account required; these tools do not send your answers to the team.

Your compliance preparation checklist

Tick what you have ready. This is a discussion checklist, not an exhaustive filing requirement.

0 of 4 ready

Entity type and relevant financial / filing periodPrevious filings and acknowledgementsNotices or confirmed deadlines, if anyQuestions and missing records to discussNo documents are uploaded here. Your selections stay on this page and reset when you leave or reload.

Plan backwards from a deadline

Enter a date you have confirmed with the relevant authority or adviser.

Confirmed deadlinePreparation bufferNo reminders are scheduled, no date is saved, and statutory extensions or holidays are not inferred.

Your next-step flow

Gather
Period, records and previous filings
Reconcile
Resolve gaps and inconsistencies
Review
Confirm applicability and scope
Act
File / respond and retain evidence

A preparation framework, not a promised approval sequence or completion time.

Tools are educational, not legal or tax advice, filing confirmation or a guarantee of eligibility. Ask RegisCorp to review your specific requirement →

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