After a Series A, the 12 compliance items startups most often forget are: PAS-3 (return of allotment), FC-GPR (foreign investment reporting), MGT-14 (for the special resolutions passed), SH-7 (if authorised capital was increased), issuing share certificates with stamp duty, updating the statutory registers, BEN-2 (significant beneficial owner), DIR-12 (the investor’s nominee director), the ESOP scheme resolution, the annual FLA return, DPT-3, and INC-22 if the office moved. Most carry a 30-day or 60-day clock that starts at allotment.
Closing a Series A is exhilarating — and then the term sheet, the share subscription agreement and the wire all complete, and the compliance work begins. The filings below are the ones that quietly slip, because the founder is back to building and the round “feels done”. Each missed item accrues penalties and resurfaces in the next round’s due diligence.
1. PAS-3 — Return of Allotment
When shares are allotted to investors, the company files PAS-3 with the ROC within 30 days of the allotment. It records who got how many shares at what price. PAS-3 is the filing that makes the new cap table official with the MCA — miss it and every later filing sits on an unrecorded allotment.
2. FC-GPR — foreign investment reporting
If any investor in the round is a non-resident, the company reports the issue to the RBI on FC-GPR within 30 days of allotment, through the FIRMS portal. This is separate from, and additional to, the MCA filings. See our FC-GPR filing guide for the full procedure.
3. MGT-14 — for the special resolutions you passed
A Series A typically involves special resolutions — issuing shares under Section 62, amending the Articles to bring in the investor’s rights, and approving the ESOP scheme. Each special resolution is filed in MGT-14 within 30 days. Founders remember the share issue and forget the AoA amendment resolution.
4. SH-7 — if authorised capital was increased
If the round required the company to raise its authorised share capital to accommodate the new shares, the increase is filed in SH-7, with the associated MCA fees and stamp duty. The SH-7 must be done before or alongside the allotment paperwork.
5. Share certificates — issued with stamp duty
Share certificates must be issued to the new shareholders within two months of allotment, and stamp duty must be paid on them. This is routinely missed because it feels administrative — but unstamped or un-issued certificates are a clean due-diligence red flag.
6. Updating the statutory registers
The Register of Members and other statutory registers must be updated to reflect the new allotment, the new shareholders and any new charges. The registers are the company’s primary record — an investor’s lawyers will ask to see them, and a gap between the registers and the filings invites questions.
7. BEN-2 — significant beneficial owner
If the round changes who the significant beneficial owners of the company are, the beneficial ownership declaration framework applies, and BEN-2 is filed with the ROC. This is one of the most overlooked post-raise items because founders do not think of an investment as a “beneficial owner” question.
8. DIR-12 — the investor’s nominee director
Series A term sheets usually give the lead investor a board seat. The appointment of that nominee director is filed in DIR-12 within 30 days. The nominee will also need a DIN and a Digital Signature Certificate if they do not already hold them.
9. The ESOP scheme resolution
Rounds almost always come with an ESOP pool. Creating or expanding the pool needs a special resolution approving the ESOP scheme, which is then filed in MGT-14. Founders frequently allot the pool informally and never formalise the scheme — which makes every later grant questionable.
10. The FLA return
Any company that has received foreign investment must file the annual Foreign Liabilities and Assets (FLA) return with the RBI, due by 15 July each year, reporting the year-end foreign investment position. The first FLA after a foreign-funded Series A is the one most often missed. See our FLA return guide.
11. DPT-3 — annual return on deposits
DPT-3 is an annual return in which a company reports outstanding money received that is not treated as a deposit — which can include certain amounts on the books post-raise. It is a small filing that is easy to overlook and carries penalties for non-filing.
12. INC-22 — if the registered office moved
Many startups move into a bigger office after a raise. A change of registered office is filed in INC-22 within 30 days of the change. If the move is to another state, a longer Regional Director process applies on top.
The common thread — the 30-day clock
Most of these filings start a clock on the date of allotment: PAS-3, FC-GPR, MGT-14 and DIR-12 all run 30 days. The cleanest way to handle a Series A is to treat compliance as part of closing the round — build a post-allotment checklist with dates, and clear it in the first 30 days while the documents are fresh. In the rounds we help close, that single discipline is what separates a tidy data room from a frantic clean-up before the Series B.
Frequently asked questions
What compliances does a startup need after raising a Series A?
The core post-raise filings are PAS-3 for the allotment, FC-GPR for any foreign investment, MGT-14 for the special resolutions, SH-7 if authorised capital increased, DIR-12 for the investor’s nominee director, share certificates with stamp duty, updated statutory registers, BEN-2, the ESOP scheme resolution, the FLA return and DPT-3.
What is the deadline to file PAS-3 after a funding round?
PAS-3, the return of allotment, must be filed with the ROC within 30 days of the allotment of shares to investors.
Do I need to file FC-GPR for a Series A?
Yes, if any investor in the round is a non-resident. The company must report the issue to the RBI on FC-GPR within 30 days of allotment, in addition to the MCA filings.
What happens if a startup misses these post-raise filings?
Each missed filing accrues additional fees or penalties, and the gap surfaces during due diligence for the next round. Unrecorded allotments and informal ESOP pools are common reasons a Series B is delayed.
When is the FLA return due?
The annual FLA return to the RBI is due by 15 July each year and must be filed by every company that has received foreign investment.
Reviewed by CS Sapna Malpani, a practising Company Secretary based in Bangalore who manages post-funding compliance for venture-backed startups. This article is general information, not legal advice. About Sapna Malpani.
Last reviewed: May 2026.