
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
| Investor | Amount Invested | SFT 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:
- Register as Reporting Entity on Income Tax Reporting Portal
- Select Form 61A
- Choose transaction code SFT-008
- Enter:
- Investor PAN
- Amount received
- Date of transaction
- Company bank account (Related Account Number)
- Company name as Product Identifier
- Validate and generate XML
- 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.



