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Hisho & Kanri
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We provide accounting, compliance,
and advisory services.

Issue of Shares

Turn growth capital into shares, issued right.

Issue of shares is the legal process by which a company creates and allots new equity — to existing shareholders, new investors, employees, or lenders converting debt — in exchange for money, assets, or services. It's how companies fund expansion, bring in strategic investors, and reward the people who build the business, all without taking on repayable debt.

But every allotment carries its own compliance trail — board and shareholder approvals, fair valuation, offer documentation, and timely filings with the registrar. Get any of it wrong and you risk penalties, an unenforceable allotment, or a messy cap table down the line, which is exactly why founders bring in a share-issue specialist rather than filing it themselves.

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Allotted
Share Allotment Advice
Certificate of Shares
Issued pursuant to Board Resolution & Form PAS-3
Class of SharesEquity
Shares Allotted10,000
Mode of IssuePreferential
Filed ByHisho & Kanri
Approval
Valuation
Allotment
Certificate
Modes of Issue

Which way of issuing shares fits your goal?

Every mode of issue trades off differently on dilution, pricing rules, and how fast you can close it. Here's the full lineup we structure and file, at a glance.

Rights Issue

New shares offered first to existing shareholders in proportion to their holding — the fastest route to raise funds without diluting current owners unfairly.

Bonus Issue

Free additional shares issued out of reserves to existing shareholders, rewarding them without asking for fresh capital.

Preferential Allotment / Private Placement

Shares issued to a select group of investors — the go-to route for startups closing an equity funding round outside the existing shareholder base.

Most Common

Employee Stock Option Plan (ESOP)

Options granted to employees that convert into shares later, aligning the team's incentives with the company's long-term growth.

Sweat Equity Shares

Shares issued to directors or employees in recognition of know-how or value addition, instead of, or alongside, cash compensation.

Public Issue (IPO / FPO)

Shares offered to the general public through a stock exchange listing — the route for companies ready to raise capital at scale.

Employee Stock Purchase Scheme (ESPS)

Lets employees buy company shares directly, often at a discount, building ownership without the multi-year vesting of an ESOP.

Conversion of Debt into Shares

Convertible debentures or loans converted into equity on agreed terms — a common way to close out a bridge round into permanent capital.

The Process

From board approval to certificate, in eight steps

Here's exactly what happens between deciding to issue shares and handing over the share certificate to your new or existing shareholders.

1

Board Resolution & Approval

The board (and shareholders, via special resolution where required) approves the mode, size, and price of the proposed share issue.

2

Valuation Report

A registered valuer determines fair value per share, a mandatory step for preferential allotments, sweat equity, and most non-rights issues.

3

Offer Letter (Form PAS-4)

A formal offer letter is drawn up and circulated to the identified allottees, setting out price, terms, and the number of shares on offer.

4

Application & Fund Receipt

Allottees submit share applications and remit application money through banking channels, which we track against each allotment.

5

Allotment of Shares

The board passes an allotment resolution once funds are received, formally creating the new shares in the shareholder's name.

6

Return of Allotment (Form PAS-3)

The company files the return of allotment with the registrar within the statutory window, making the issue legally complete.

7

Share Certificate Issuance

Share certificates are printed, stamped, and delivered to each allottee within the prescribed timeline after allotment.

8

Register of Members Updated

The statutory register of members is updated to reflect the new holding — the final step before your cap table is officially current.

Eligibility

Who can issue shares, and when?

Requirements vary by mode of issue and jurisdiction, but most allotments share the same baseline conditions before they can proceed.

Sufficient Authorised Capital

The company's authorised share capital must have enough headroom for the new shares — increased first, via filing, if it doesn't.

Board & Shareholder Approval

A board resolution is mandatory, with a special resolution added for preferential allotments, ESOPs, or sweat equity.

Fair Valuation on Record

A registered valuer's report backing the issue price for any mode other than a rights issue at face value.

AOA Permits the Issue

The articles of association must authorise the proposed class and mode of share issue, amended in advance if needed.

No Pending Regulatory Default

The company must not have outstanding ROC filings or defaults that restrict it from allotting further capital.

FDI & Sectoral Compliance

Where allottees are foreign investors, the issue must follow applicable FDI pricing guidelines and sectoral caps.

Paperwork

Documents you'll need to keep handy

Gathering these upfront is the single biggest thing you can do to speed up your share issue and allotment.

Board Resolution

Approving the proposed issue

Valuation Report

From a registered valuer

Offer Letter (PAS-4)

Circulated to identified allottees

List of Allottees & KYC

Identity and address proof of each

Share Application Form

Signed by each subscriber

Proof of Funds Received

Bank statement of application money

Updated MOA / AOA

If capital or objects changed

Director's Digital Signature

To authenticate e-filings

Why It's Worth It

What issuing shares actually buys you

Beyond raising money, a well-structured share issue changes how your company grows, and who's invested in helping it get there.

Access to Growth Capital

Fund expansion without taking on repayable debt

Ownership Flexibility

Choose exactly who gets a stake, and how much

No Repayment Burden

Equity capital carries no fixed repayment schedule

Investor Credibility

A clean allotment trail reassures future investors

Employee Retention

ESOPs and sweat equity align talent with growth

Stronger Balance Sheet

Equity infusion improves debt-to-equity ratios

Path to Public Listing

Structured allotments build a listing-ready cap table

Strategic Partnerships

Bring in investors who add more than capital

After Allotment

Staying compliant once the shares are issued

Allotment isn't the finish line — here's what keeps the issue watertight afterward.

Return of Allotment (PAS-3)

Filed with the registrar within 30 days of allotment, with the full list of allottees attached.

Share Certificate Issuance

Certificates issued and stamped within the statutory period following allotment.

Register of Members Update

Statutory registers updated immediately to reflect every new shareholder.

Stamp Duty Payment

Applicable stamp duty on share certificates paid within the prescribed timeline.

Annual Return Disclosures

The new allotment reflected in the company's next annual return and financial statements.

Foreign Investment Reporting

Where allottees are foreign investors, the corresponding regulatory reporting is filed within the applicable window.

Why Hisho & Kanri

Share issues handled by people who do this daily

We've structured and filed enough allotments across India, Singapore, and Malaysia to know exactly where issues usually go wrong — and how to avoid it.

Experienced Professionals

Chartered accountants and company secretaries who structure allotments every week.

Fast Turnaround

Valuation, documentation, and filings run in parallel wherever possible.

Transparent Pricing

Clear packages with no hidden valuer or government-fee surprises.

Full Visibility

You see every resolution, filing, and status update, not just the final certificate.

Dedicated Support

One point of contact from valuation through certificate delivery and beyond.

Secure Documentation

Shareholder KYC and company records handled under strict confidentiality.

FAQ

Common questions about issuing shares

Can't find your question here? Use the form alongside this page and we'll answer it directly.

It's the process of a company creating and allotting new equity shares to investors, existing shareholders, employees, or lenders, in exchange for cash, assets, or services.

It depends on who you're issuing to and why — our experts map your funding or reward goal to the right mode before any filing begins.

It's mandatory for preferential allotments, sweat equity, and most non-rights issues, but not typically for a rights issue priced at face value.

Typically around 15 working days from board approval to certificate delivery, though it can vary by valuation timelines and allottee count.

Board resolution, valuation report, offer letter, allottee KYC, and proof of funds are the core set — see the Documents section above for the full list.

Most domestic issues only require internal board and shareholder approval, plus a registrar filing — government approval applies mainly to specific foreign investment or regulated sectors.

Yes, subject to applicable FDI pricing guidelines, sectoral caps, and the relevant foreign investment reporting after allotment.

You're bound by your authorised share capital — if you need to allot beyond that, we help you increase it first through the appropriate filing.

Yes, applicable stamp duty is payable on every share certificate issued, and we calculate and arrange this as part of the filing.

Because we handle allotments daily across three countries, keep you informed at every filing stage, and stay on for compliance long after the certificates are delivered.