Saving Mantra Blogs

Category: Business Compliances

  • Step-by-Step Process for Filing Bonus Return

    When a company issues bonus shares to its shareholders, it must file a Bonus Return with the Registrar of Companies (ROC). This confirms that the shares were properly allotted and records the updated share capital.
    Here is a simple guide to help you understand the entire process.

    Step 1: Board Meeting Approval

    The company holds a Board Meeting to:

    • Approve the bonus issue
    • Decide the bonus ratio (example: 1:2)
    • Confirm the source of funds (free reserves)

    Nothing can start without Board approval.

    Step 2: Shareholder Approval (If Needed)

    Some companies may need shareholder approval through a General Meeting.
    This depends on the Articles of Association or company type.

    Step 3: Increase Authorised Share Capital (If Required)

    If the bonus issue exceeds the current authorised capital:

    • A resolution is passed
    • Form SH-7 must be filed with ROC

    Only then can bonus shares be issued.

    Step 4: Allotment of Bonus Shares

    Once approvals are complete, the company allots the bonus shares to all eligible shareholders based on the approved ratio.

    Step 5: File Bonus Return — Form PAS-3

    This is the main step.
    The company must file Form PAS-3 (Return of Allotment) with the ROC.
    This form includes:

    • List of shareholders who received bonus shares
    • Number of shares allotted
    • Board/shareholder resolutions
    • Updated share capital details

    PAS-3 must be filed within the prescribed time limit.

    Step 6: Update Statutory Registers

    After filing PAS-3, the company updates:

    • Register of Members
    • Share certificates (if applicable)
    • Demat credit records

    This completes the allotment process.

    Step 7: Inform Stock Exchange (If Company Is Listed)

    Listed companies must also:

    • Inform the stock exchange
    • Ensure demat credits
    • Receive listing approval for the new shares

    Why Filing Bonus Return Is Important

    • Legally records the new shares issued
    • Updates company’s share capital
    • Maintains transparency
    • Required for compliance under Companies Act

    FAQ

    Q1. Which form is used for Bonus Return?
    Form PAS-3 is used for filing the Return of Allotment.

    Q2. Is shareholder approval always required?
    Not always. It depends on company rules and Articles of Association.

    Q3. What if the company delays filing PAS-3?
    Late fees and penalties may apply.

    ⚠ Disclaimer

    This article provides general information on filing Bonus Return and issuing bonus shares. Actual compliance may vary depending on company type, authorised capital, and MCA rules. Always consult a company secretary or compliance expert before filing any ROC forms.

  • Step-by-step: How to File LLP — Form 11 (Annual Return)

    Introduction (simple)

    Form 11 is the annual return every Limited Liability Partnership (LLP) must file with the Ministry of Corporate Affairs (MCA). It shows who the partners are, the capital contributed, and basic LLP details as on the end of the financial year. Filing Form 11 is mandatory even if the LLP had no business activity. cleartax+1

    Important at-a-glance facts

    • Due date: within 60 days of the financial year end — normally 30 May. cleartax+1
    • Who must file: every LLP registered in India (active, dormant or no-trade). LegalWiz.in
    • Signing: Form 11 must be signed electronically (DSC) by the designated partner(s) or an authorised signatory; MCA enforces DSC usage. CS Pratik K Shah+1
    • Late fee / penalty: late filing attracts a penalty (commonly ₹100 per day) and additional ROC fees — penalties increase with delay. LinkedIn+1

    Step-by-step filing process (simple language)

    Step 1 — Get ready (basic checks)

    1. Confirm your LLPIN and LLP name.
    2. Ensure at least one Designated Partner has a valid DSC (Digital Signature Certificate) ready.
    3. Keep your PAN, LLP agreement, and previous year filings (if any) at hand. CS Pratik K Shah+1

    Step 2 — Collect required details & documents

    Most of Form 11 is data, not heavy attachments. Prepare:

    • Details of all partners and designated partners (names, addresses, DPIN/DIN if any).
    • Total contribution due from each partner and total contribution actually received.
    • Principal business activities (brief description and NIC/industry code).
    • Registered office address and contact details.
    • Any changes in partners or contributions during the year (cross-check with Form 4 filings). LegalWiz.in+1

    Step 3 — Login to MCA portal and open Form 11

    1. Sign in at mca.gov.in with your registered account.
    2. Go to LLP Services → Annual Filings → Form 11 (Annual Return).
    3. Select the correct financial year (for FY ending 31 Mar, choose that year). CS Pratik K Shah

    Step 4 — Fill the form carefully (enter accurate data)

    • Enter LLPIN (it auto-populates LLP name).
    • Add partner details, share of capital, and business activity.
    • Make sure figures match prior filings (mismatches cause rejections). LegalWiz.in

    Step 5 — Save, review & attach (if prompted)

    • Save as draft while filling so you can review.
    • Attach any supporting documents only if the form explicitly asks. In most cases Form 11 is summary data entry. CS Pratik K Shah

    Step 6 — Sign with DSC and pay fees

    • Generate SRN, sign the form electronically using the Designated Partner’s DSC, and complete payment of prescribed fees on MCA portal. If DSC is not uploaded or fee not paid within the MCA timelines, the SRN may be cancelled — so complete these steps promptly. CS Pratik K Shah+1

    Step 7 — Download acknowledgement and keep records

    • After successful submission you will get an SRN / acknowledgement. Download and save the filed copy for your records. Keep all related documents for audits and future references. LegalWiz.in

    Common rejection causes — what to avoid

    • Wrong LLPIN or wrong FY selected.
    • Mismatched partner names or DPIN/DIN compared to earlier filings.
    • Differences in contribution amounts vs Form 4/Form 8 data.
    • Expired/absent DSC or failure to complete payment after SRN generation. CS Pratik K Shah+1

    What if you miss the deadline?

    You must still file the Form — late filing only increases the penalty. The MCA levies daily penalties (commonly ₹100 per day) and there can be higher limits for maximum penalties — file as soon as possible to limit fines. LinkedIn+1

    Quick checklist (ready to use)

    • LLPIN & PAN available
    • DSC of at least one Designated Partner ready
    • List of partners & addresses ready
    • Contribution details (due & received) ready
    • Previous year filings (Form 4 / Form 8) for cross-check
    • Bank / payment details for MCA fees

    Practical Saving Mantra tips

    • Prepare early — start 2–3 weeks before the deadline so corrections are possible.
    • Cross-check numbers against previous filings to avoid rejections.
    • Keep DSCs current — renew before expiry to avoid last-minute problems.
    • If multiple partner changes happened, ensure Form 4s are processed before filing Form 11.
    • Use a practitioner (CA/CS) if this is your first few filings to reduce errors and penalties. LegalWiz.in

    Disclaimer

    This guide is for general informational purposes only. MCA rules, filing formats, due dates, fee structures and penalty amounts can change. Always verify live requirements on the official MCA website (mca.gov.in) or consult a qualified Company Secretary / Chartered Accountant before filing. Saving Mantra is not responsible for actions taken based on this guide.