Running an ESOP in India generates filing and record-keeping obligations that are easy to overlook amid the more visible work of granting options and tracking vesting — but they are part of staying compliant under the Companies Act, 2013, and gaps in them surface during due diligence. Two of the items that come up are Form PAS-3 and the register often referred to in connection with SH-6. This guide gives an overview. It is an orientation to these requirements, not a substitute for the company-secretarial work an ESOP requires.
Why ESOP filings exist
When a company operates an ESOP, certain events — particularly the issue of shares when employees exercise their options — are corporate actions that the law requires to be recorded and, in some cases, filed with the Registrar of Companies. The purpose is transparency and proper record-keeping: the company's share capital changes when options are exercised and shares are issued, and that change has to be reflected in the company's records and reported as required. Maintaining the right registers and making the right filings is part of the ongoing compliance that accompanies an ESOP throughout its life.
Form PAS-3 — return of allotment
Form PAS-3 is the return of allotment. When a company allots (issues) shares, it is generally required to file a return of allotment with the Registrar of Companies, within the prescribed time, reporting the allotment. This is a general requirement for share allotments, and it applies to allotments made in connection with an ESOP.
In the ESOP context, the relevant moment is exercise. When employees exercise their vested options and the company issues them shares, that issuance is an allotment of shares — and so the return of allotment via Form PAS-3 comes into play for those shares. The filing reports details of the shares allotted. Because exercises may happen at various times as different employees exercise, the company needs to attend to the allotment-return obligation as and when shares are issued on exercise, within the prescribed timelines.
The practical point is that exercising options is not just an internal event — it issues shares, which triggers the allotment-return filing requirement. Companies that track exercises but forget the associated allotment filing create a compliance gap.
The register of employee stock options (SH-6 context)
Companies are also required to maintain certain statutory registers, and in connection with ESOPs there is a requirement to maintain a register of employee stock options — a record of the options granted under the ESOP scheme. This register captures the details of the ESOP grants, and maintaining it accurately is part of the company's record-keeping obligations. (The "SH-6" reference relates to the prescribed register of employee stock options under the relevant rules; companies should confirm the current prescribed form and requirements with their company-secretarial advisors, as the specifics of registers and their forms are set by the rules and can be updated.)
The register of employee stock options needs to be kept current as options are granted and as the scheme operates, so that there is a proper, maintained record of the company's ESOP grants. This register is part of what is examined when the ESOP's compliance is reviewed.
Staying compliant — the broader picture
Form PAS-3 and the register of employee stock options sit within the broader ESOP compliance framework under the Companies Act, 2013 (covered in our separate guide on ESOP compliance). The general principle is that an ESOP must be properly constituted, properly approved, properly recorded, and properly reported. The filings and registers are the recording-and-reporting part of that.
The key to staying compliant on the filing and register obligations is attending to them at the right times — maintaining the register of options as grants are made, and making the allotment return when shares are issued on exercise, within the prescribed timelines. Because these obligations are triggered by ESOP events (grants, exercises) that happen across time, they require ongoing attention rather than a one-time setup, and they are exactly the kind of obligation that slips when ESOP administration is not well organised.
Common filing and register mistakes
The recurring errors include:
Forgetting the allotment-return filing when shares are issued on exercise, treating exercise as a purely internal event.
Missing the prescribed timelines for filings.
Failing to maintain the register of employee stock options, or letting it fall out of date as grants are made.
Inconsistencies between the registers, the filings, and the actual grants and share issuances.
Discovering missing filings or incomplete registers during due diligence, when they are awkward to remediate.
Why ESOP filings and registers are easier on a connected system
The filing and register obligations rest on having an accurate, complete, and current record of every ESOP grant and every exercise (with its resulting share issuance), and on those records being consistent with the cap table. When the ESOP is administered in a disconnected spreadsheet, maintaining the register accurately as grants are made, and catching every exercise that triggers an allotment filing, depends on manual diligence that tends to develop gaps — and the register, the filings, and the cap table can drift apart.
When ESOP management and the cap table sit on the same database, every grant and every exercise is recorded systematically and stays consistent with the cap table, so the underlying record that the register and the filings depend on is accurate and complete — and the events that trigger obligations (grants for the register, exercises for the allotment return) are captured rather than missed. This is part of how Helion is built, with ESOP and the cap table living natively together — so that the data foundation for ESOP registers and filings is reliable. This does not replace the company-secretarial work of actually maintaining the prescribed registers and making the filings correctly, which requires qualified support, but it ensures the underlying records are sound and consistent. For a company running an ESOP that will face due-diligence scrutiny, that connected, well-recorded design removes a common source of filing and register gaps.
This guide gives a general overview of certain ESOP-related filing and register requirements in India as of 2026 and is not legal advice. The prescribed forms (including the current requirements around PAS-3 and the register of employee stock options), timelines, and procedures are set by the Companies Act, 2013 and the rules made under it, and can change. These obligations should be handled with qualified company-secretarial and legal professionals for a specific company.