PAS-2 (information memorandum on a shelf prospectus)
The information memorandum a company that has filed a shelf prospectus files before a second or subsequent offer of securities under it.
One month before a subsequent offer
Counted from the second or subsequent offer of securities under the shelf prospectus, counted backwards: the memorandum is due one month before it
- MCA
- MCA event filings
- PAS-2
- 2026-09-01
PAS-2 is filed within one month before the second or subsequent offer of securities under a shelf prospectus. The window runs backwards from the offer rather than forwards from an event, so the memorandum has to be with the Registrar a month before the issue opens. It only bites where the company actually uses a shelf prospectus, which in practice means a debt issuer.
Deadlines counted from an event
Within one month prior to the issue of a second or subsequent offer of securities under the shelf prospectus, filed in Form PAS-2 under rule 10 of the PAS Rules, read with section 31(2).
The rule
Within one month prior to the issue of a second or subsequent offer of securities under the shelf prospectus, filed in Form PAS-2 under rule 10 of the PAS Rules, read with section 31(2).
Who must comply
- Every company that has filed a shelf prospectus and proposes a second or subsequent offer of securities under it during the prospectus's period of validity
- Section 31(1) limits shelf prospectuses to the classes of companies that SEBI provides for by regulation, so a company outside those classes never reaches this obligation
Statutory basis
Before you file
- Confirm the shelf prospectus is still within its period of validity, which section 31(1) caps at one year from the opening of the first offer.
- Prepare the material facts on new charges created since the previous offer.
- Prepare the changes in the financial position of the company since the first or previous offer.
- Fix the opening date of the subsequent offer. The memorandum is due one month before it.
How to file
- Log in to the MCA21 V3 portal as a business user.
- Open Form PAS-2.
- Enter the details of the shelf prospectus and of the proposed subsequent offer.
- State the new charges created since the previous offer.
- State the changes in the financial position of the company.
- Sign the form with the digital signature of an authorised signatory.
- Pay the filing fee.
- Submit the form at least one month before the subsequent offer opens.
- Intimate the changes to any applicant who already applied with advance subscription money, and refund within fifteen days any who wants to withdraw.
If you miss it
Section 450 sets the penalty where the Act and its rules provide none for the specific default: ₹10,000 on the company and on every officer in default, and a further ₹1,000 for each day the contravention continues, capped at ₹2 lakh for the company and ₹50,000 for an officer in default.
- Section 31(3) deems the information memorandum together with the shelf prospectus to be a prospectus each time an offer is made under it, so a defective memorandum carries prospectus liability rather than only a filing default
- Where an applicant has already paid advance subscription money before a change and wants to withdraw, the proviso to section 31(2) requires the company to refund all the money received within fifteen days
Common questions
Is PAS-2 filed after the offer?
No. Rule 10 requires it within one month prior to the second or subsequent offer, so the deadline runs backwards from the issue.
Does a shelf prospectus last indefinitely?
No. Section 31(1) caps its validity at a period not exceeding one year, starting from the opening of the first offer under it. No further prospectus is needed for offers inside that window, but each one after the first needs an information memorandum.