ROC compliance
Increase in authorised capital
Your company can't issue shares beyond its authorised capital. When you need room to bring in investors or issue more shares, we raise the authorised capital: the shareholders' resolution, the amended MOA and the SH-7 filing with the Registrar.
- Shareholders' resolution and amended MOA
- SH-7 filed with the Registrar
- MCA fee and stamp duty worked out before you pay
- AOA checked and amended if needed
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Price
Capital increase
₹3,999+ ₹720 GST
3–5 working days after the shareholders' meeting
- Check of the AOA's power to increase capital
- Board resolution and notice of the shareholders' meeting
- Ordinary resolution, or a special resolution if the AOA needs amending
- Amended MOA, and AOA where needed
- SH-7 filed with the Registrar
- MGT-14 where a special resolution is passed
- Updated MOA sent to you
Fees are before 18% GST. The MCA fee on the increase and state stamp duty are paid at actuals; both depend on the amount of the increase.
Who needs increase in authorised capital
- Companies about to bring in investors or issue new shares
- Startups setting aside shares for an ESOP pool
- Companies whose issued capital has reached the authorised limit
- Companies converting a loan into shares, where its terms allow it
Documents you'll need
- Current MOA and AOA
- Present authorised and paid-up capital, and the new authorised capital you want
- Current shareholding pattern
- Details of the planned share issue, if any
- Directors' DSCs, valid and not expired
You upload these from your order page after you pay. Scans or clear phone photos are fine.
How it works
- 1
Decide the new amount
We look at your plans for the next few years and suggest a figure, since the MCA fee and stamp duty grow with the increase.
- 2
Board meeting
The board approves the proposal and calls a shareholders' meeting, or the shareholders agree to hold it at short notice.
- 3
Shareholders' approval
The shareholders pass the resolution altering the capital clause of the MOA, and the AOA too where it needs to change.
- 4
File SH-7
We file SH-7 with the amended MOA within 30 days, and MGT-14 if a special resolution was passed.
- 5
Records
Once the Registrar approves, the new authorised capital shows in the MCA records, and we send you the amended MOA.
Authorised and paid-up capital
Authorised capital is the ceiling on the shares a company can issue, written in its MOA. Paid-up capital is the value of shares actually issued and paid for. Raising the authorised capital doesn't bring money into the company or change anyone's shareholding; it only makes room for future issues.
To actually issue new shares, the company then allots them through a rights issue, a preferential allotment or a private placement, and files a return of allotment. We can quote for that once the capital is in place.
Fees and approvals
The MCA charges a fee on SH-7 based on the amount of the increase, and stamp duty is payable on it as well. Both are paid at actuals, and for large increases they're a real cost, so size the increase to your plans rather than picking a round number.
An increase needs only an ordinary resolution if the AOA allows it. If the AOA doesn't, the shareholders first pass a special resolution to amend it.
Frequently asked questions
Do we need shareholders' approval?
Yes. The board can't increase authorised capital on its own. The shareholders pass a resolution at a general meeting, and the company files SH-7 within 30 days.
Is there stamp duty on the increase?
Yes. Stamp duty is charged on the increase at the rate your state sets, along with the MCA fee. We tell you both amounts before filing.
Will the increase change who owns the company?
No. Ownership changes only when new shares are allotted. Increasing authorised capital just raises the limit.
Do we need it before an investor comes in?
Usually, yes, if the new shares would take the issued capital above the current authorised capital. We check the numbers against your term sheet.
Can we reduce the authorised capital later?
You can cancel shares that haven't been issued, which lowers the authorised capital, but the fees and stamp duty already paid aren't refunded.
How long does it take?
Our drafting and filing take three to five working days once the shareholders' meeting is held. Approval of SH-7 then depends on the Registrar.