Checklist for Allotment of Shares Through Private Placement, Private placement has the advantage of reducing transactional and ongoing costs because of its exemption from many of the extensive Central and State registration and reporting requirements. It also enables a company to structure a more complex and confidential transaction, since those to whom it is offered are typically a small number of sophisticated investors. In addition, a private placement permits more rapid penetration into the capital markets than would a public offering of securities requiring registration with the SEBI. Now you can scroll down below n check complete “Checklist for Allotment of Shares Through Private Placement”

Checklist for Allotment of Shares Through Private Placement

1. To ensure that Articles of Association of the Company contains provisions for private placement.

2. Hold the board meeting for the following items:

  • to finalise the Offer Letter
  • to approve issue of shares through Private Placement
  • to identify persons to whom option will be given
  • to approve draft notice of General Meeting
  • Ensure that the explanatory statement annexed to the notice for the general meeting shall disclose the basis or justification for the price (including premium, if any) at which the offer or invitation is being made.

3. Hold the General Meeting and pass the special resolution and approve the draft offer letter.

4. If the said offer or invitation is for non-convertible debentures, it shall be sufficient if the company has passed a previous special resolution during year for all the offers or invitation for such debentures.

5. File Form MGT-14 with the Registrar within 30 days of passing the resolution.


6. Issue Letter of Offer to the proposed subscribers in Form PAS- 4 within 30 days of passing of resolution along with application form.

7. To ensure that the offer or invitation shall not be made to not more than 200 persons in the aggregate in a financial year excluding QIBs and employees offered securities under ESOP.

8. To ensure that the value of such offer or invitation per person shall be with an investment size of not less than Rs. 20,000 of face value of the securities.

9. To ensure that all monies payable towards subscription of securities under this section shall be paid through cheque or demand draft or other banking channels but not by cash.

10. Maintain the record of the Bank account from where such payments for subscriptions have been received.

11. Maintain the complete record of private placement offers in Form PAS-5.

12. File form PAS-5 along with the private placement offer letter (Form PAS-4) with the Registrar within a period of 30 days of circulation of the private placement offer letter in Form GNL 2 and where the company is listed, the same is also required to be filed with SEBI.

13. Conduct Board Meeting for allotment of shares and make allotment of shares within sixty days of receipt of application money.

14. File the return of allotment of securities with the Registrar within thirty days of allotment in Form PAS-3 along with a complete list of all security holders containing the required details.

15. Issue the Share certificates for the new allotment and update minutes book and registers.

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