SFT Reporting on Issue of Shares for Private Limited Company

Raising share capital is common for startups and private limited companies. However, many founders, directors, and finance teams are unaware that receipt of ₹10 lakh or more from a single investor triggers mandatory SFT reporting under the Income-tax Act, 1961.

If your company has issued shares during the financial year, this guide will help you understand whether Form 61A (SFT filing) is required.

📌 What is SFT (Statement of Financial Transactions)?

SFT stands for Statement of Financial Transactions, governed by:

  • Section 285BA of the Income-tax Act, 1961
  • Rule 114E of the Income-tax Rules, 1962

It requires reporting of specified high-value financial transactions to the Income Tax Department.

📌 Is SFT Applicable on Issue of Shares by Private Companies?

Yes.

A company in which the public are not substantially interested (i.e., Private Limited Company) must report:

Receipt from any person of ₹10 lakh or more in a financial year for acquiring shares (including share application money).

Important Clarification

  • Threshold is ₹10 lakh per investor per financial year
  • Even if received in multiple instalments
  • Applies to share application money also
  • Not based on total capital raised — but per individual investor

📊 Example – When SFT Filing Becomes Mandatory

InvestorAmount InvestedSFT Filing Required?
Mr. A₹15,00,000✅ Yes
Mrs. B₹8,00,000❌ No
Mr. C₹12,00,000 (3 tranches)✅ Yes

If any investor crosses ₹10 lakh → Form 61A filing is mandatory.

📌 Which SFT Code is Used for Share Capital?

Under the current reporting utility:

👉 SFT-008 – Purchase of Shares

Though the description says “purchase”, it includes:

  • Subscription to shares
  • Primary issue
  • Share application money
  • Allotment by private companies

📅 Due Date for SFT Filing

Form 61A must be filed on or before:

31st May following the financial year

Example:

  • FY 2024–25 → Due date: 31 May 2025

Late filing attracts penalty under Section 271FA.

⚠️ Penalty for Non-Filing of SFT

Under Section 271FA:

  • ₹500 per day for delay
  • ₹1,000 per day after department notice

Failure to file may also trigger:

  • AIS mismatch for investors
  • Tax scrutiny notices
  • Compliance rating impact

 How to File SFT for Issue of Shares?

Step-by-step process:

  1. Register as Reporting Entity on Income Tax Reporting Portal
  2. Select Form 61A
  3. Choose transaction code SFT-008
  4. Enter:
    • Investor PAN
    • Amount received
    • Date of transaction
    • Company bank account (Related Account Number)
    • Company name as Product Identifier
  5. Validate and generate XML
  6. Submit using DSC

❌ Common Mistakes in SFT Reporting for Share Capital

  • Selecting wrong transaction code (SFT-005 instead of SFT-008)
  • Not aggregating multiple tranches
  • PAN mismatch
  • Leaving Product Identifier blank
  • Confusing SFT with DPT-3 filing

🏢 Why Startups & Private Companies Must Not Ignore This Compliance

Many startup founders assume SFT applies only to banks. This is incorrect.

If your company:

  • Raised angel funding
  • Issued rights shares
  • Allotted shares to directors
  • Received capital from promoters

You must review SFT applicability before 31 May.

Proper compliance ensures:

✔ No penalty exposure
✔ Clean AIS record for investors
✔ Reduced scrutiny risk
✔ Strong governance framework

📌 Final Takeaway

If your private limited company received ₹10 lakh or more from any investor during a financial year, SFT filing in Form 61A is mandatory.

Proactive compliance avoids unnecessary penalties and departmental notices.

📞 Need Assistance with SFT Filing?

At BizGuardian, we assist private limited companies, startups, and growing businesses with:

  • SFT Applicability Review
  • Form 61A Filing
  • Reporting Portal Registration
  • Error Resolution & Schema Validation
  • Complete Corporate Compliance Support

📧 Email: support@bizguardian.in
📱 Mobile: 9003009901 / 9003009902
🌐 Website: www.bizguardian.in

Avoid last-minute penalties. Ensure compliant capital raising.

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SFT Reporting on Issue of Shares for Private Limited Company

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