Increase Authorised Capital, Fully Managed by Experts
Raise your company’s authorised share capital end to end — AOA check, board and shareholder resolutions, Form SH-7 filing with the ROC and the updated capital clause in your MOA. 100% online, at a fixed fee quoted upfront with zero hidden professional charges.
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What Is Increase Authorised Capital?
A quick, plain-language explanation before the details.
Authorised capital is the maximum share capital a company is allowed to issue, as stated in the capital clause of its Memorandum of Association (MOA). Increasing it lets the company allot more shares beyond its current ceiling.
Under Section 61 of the Companies Act, 2013, a company limited by shares may — if authorised by its Articles — alter its capital clause to increase its authorised share capital by an ordinary resolution in a general meeting. Section 64 requires the company to file notice of the alteration with the Registrar in Form SH-7.
Administered by the Ministry of Corporate Affairs (MCA) through the Registrar of Companies (ROC), via the MCA21 V3 portal at mca.gov.in.
The increase is permanent once registered by the ROC — the higher authorised capital stays on the company’s records until further altered. Paid-up capital can then be raised up to the new limit by allotting shares.
Quick Facts
Is This Service Right for You?
Ideal for
- Companies planning to issue more shares to founders or employees
- Businesses raising fresh equity from investors or VCs
- Startups whose authorised capital is exhausted by new allotments
- Companies bringing in additional funds from existing shareholders
- Businesses converting loans or reserves into share capital
- Companies restructuring their shareholding or capital base
You may need this if
- Your proposed allotment exceeds your current authorised capital
- You want to onboard an investor who needs fresh shares issued
- You plan to issue ESOPs or expand the shareholder base
- Your paid-up capital is close to the authorised limit
- You need to convert a loan or reserves into equity
- A funding round or agreement requires higher authorised capital
Not sure if you need this?
Talk to an Expert →Why Increase Authorised Capital?
A company cannot issue shares beyond its authorised capital ceiling. Raising it is the necessary first step before most fund-raising and allotments. Here is why it matters.
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01
Raise Fresh Equity
You cannot allot shares to a new investor beyond the authorised limit — increasing it first makes room for a funding round or fresh allotment.
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02
Bring In More Capital
Existing shareholders or promoters can inject additional funds as share capital only up to the authorised ceiling, so raising it enables further infusion.
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03
Issue ESOPs & New Shares
Expanding the shareholder base — including ESOP pools and rights issues — needs headroom in the authorised capital.
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04
Stay Compliant
Allotting shares beyond authorised capital is invalid. Increasing it properly and filing Form SH-7 keeps the allotment lawful and on record.
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05
Convert Loans or Reserves
Capitalising a loan, a director’s advance or accumulated reserves into equity may require the authorised capital to be raised first.
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06
Signal Growth
A higher authorised capital reflects scaling plans and gives banks, investors and partners confidence in the company’s capacity to raise funds.
Simple, Transparent Pricing
Custom quote for your case
Fees depend on your business type and scope. Get a clear, itemised quote upfront — no hidden professional charges, government fee billed at actuals.
Who Can Apply?
Eligibility checklist
- The company is limited by shares and registered under the Companies Act
- The Articles of Association (AOA) authorise an increase in share capital — if not, the AOA must be altered first
- A board resolution is passed to convene a general meeting
- Shareholders approve the increase by an ordinary resolution in a general meeting (EGM)
- Form SH-7 is filed with the ROC within 30 days, with stamp duty and fee paid on the increased amount
- The capital clause of the MOA is updated to reflect the new authorised capital
Everything You Need. One Professional Team.
Consultation
Understand your current capital, the proposed increase and the reason (allotment, funding, ESOP).
AOA Check
Verify that the Articles permit an increase — and flag an AOA alteration if they do not.
Board Resolution
Draft the board resolution and notice to convene the general meeting (EGM).
EGM & Ordinary Resolution
Prepare the EGM notice, explanatory statement and the ordinary resolution for shareholder approval.
Form SH-7 Preparation
Compute the stamp duty and ROC fee on the increased amount and prepare Form SH-7.
ROC Filing
File Form SH-7 with the Registrar within 30 days on the MCA21 portal with the required attachments.
MOA Update
Update the capital clause of the Memorandum of Association to the new authorised capital.
Follow-up
Track the SRN and respond to any MCA resubmission or query on your behalf.
What You’ll Receive
What Documents Are Required to Increase Authorised Capital?
Requirements are grouped by company records, resolutions and filing details. Keep clear scans (PDF/JPG) ready — everything is collected securely online with zero office visits.
Company Records
Current constitutional documents- Certificate of Incorporation
- Memorandum of Association (MOA) — current capital clause
- Articles of Association (AOA) — to check the increase is permitted
- Company PAN & CIN details
Resolutions & Meeting
Approvals for the increase- Board resolution convening the general meeting
- EGM notice with explanatory statement
- Ordinary resolution passed in the general meeting
- Altered AOA copy — if the AOA had to be amended first
Filing Details
Prepared with our team- Existing and proposed authorised capital figures
- Break-up of shares & face value
- Digital Signature Certificate (DSC) of the authorised director
- Details for stamp duty & ROC fee computation
AOA must permit the increase
Section 61 allows an increase only if the Articles authorise it. If your AOA has no such clause, it must be altered by a special resolution before increasing the capital.
File SH-7 within 30 days
Under Section 64, Form SH-7 must reach the ROC within 30 days of passing the ordinary resolution. Late filing attracts additional fees and penalties.
Stamp duty on the increase
Stamp duty and the ROC fee are calculated on the increased authorised amount and vary by state. We compute these before filing so there are no surprises.
DSC of the signatory
Form SH-7 is signed with the Class-3 Digital Signature Certificate of an authorised director or the company secretary.
Don’t have all the documents?
We’ll identify what your case needs →How to Increase Authorised Capital (Step by Step)
The entire process is completed online through the MCA21 V3 portal.
Check the AOA
Confirm the Articles of Association permit an increase in authorised capital. If they do not, alter the AOA by special resolution first.
Board resolution
The board passes a resolution approving the proposed increase and convening an Extraordinary General Meeting (EGM).
Ordinary resolution in EGM
Shareholders approve the increase by an ordinary resolution at the general meeting, after receiving the EGM notice and explanatory statement.
File Form SH-7
File Form SH-7 with the Registrar within 30 days of the resolution, paying the stamp duty and ROC fee computed on the increased amount.
Update the MOA
On registration, update the capital clause of the Memorandum of Association to reflect the new, higher authorised capital.
Allot additional shares
With the higher authorised capital in place, the company can now allot the additional shares to investors, promoters or employees.
How Long Does Increasing Authorised Capital Take?
| Stage | Expected Time |
|---|---|
| AOA check + board resolution + EGM notice | 2–4 working days |
| EGM & ordinary resolution (subject to notice period) | Per shorter-notice / notice rules |
| Form SH-7 filing + ROC registration | 3–7 working days |
Form SH-7 must be filed within 30 days of the ordinary resolution. The overall timeline depends on the EGM notice period and MCA processing; resubmission queries can extend it until they are resolved.
Key Dates — At a Glance
| Frequency | What Is Due |
|---|---|
| Immediately After | Update the MOA capital clause to the new figure · Update the company’s statutory registers · Reflect the change in MCA master data |
| On Share Allotment | Pass a board resolution for the allotment · File Form PAS-3 (return of allotment) with the ROC · Issue share certificates within the prescribed time |
| Ongoing / Annually | Report the change in the annual return (MGT-7/7A) · Maintain updated register of members · Keep board & general meeting minutes on record |
| Event-Based | Further SH-7 filing for any later increase · ROC filings for other capital or shareholding changes · Update investor / statutory records as needed |
Dates are indicative and may change with government notifications. Our team tracks every deadline so you never miss a filing.
Doing It Yourself vs TaxClue
Doing It Yourself
- Read the AOA to confirm an increase is permitted
- Decide whether the AOA needs a special-resolution alteration first
- Draft the board resolution and EGM notice correctly
- Pass the ordinary resolution with proper minutes
- Compute stamp duty and ROC fee on the increased amount
- File Form SH-7 within 30 days without errors
- Handle MCA resubmission queries and late-fee risk
With TaxClue
- Expert checks the AOA and advises if an alteration is needed
- Board resolution and EGM notice drafted for you
- Ordinary resolution and minutes prepared correctly
- Stamp duty and ROC fee computed accurately upfront
- Form SH-7 prepared, reviewed and filed within 30 days
- MCA queries answered by our team
- MOA capital clause updated and records reconciled
Skip the guesswork.
Let an expert handle it →Common Mistakes That Delay Your Application
TaxClue reviews your documents before filing to reduce avoidable errors.
What Applies After Increasing Authorised Capital?
Immediately After
- Update the MOA capital clause to the new figure
- Update the company’s statutory registers
- Reflect the change in MCA master data
On Share Allotment
- Pass a board resolution for the allotment
- File Form PAS-3 (return of allotment) with the ROC
- Issue share certificates within the prescribed time
Ongoing / Annually
- Report the change in the annual return (MGT-7/7A)
- Maintain updated register of members
- Keep board & general meeting minutes on record
Event-Based
- Further SH-7 filing for any later increase
- ROC filings for other capital or shareholding changes
- Update investor / statutory records as needed
Penalties & Consequences
What is at stake if you do not comply
- Form SH-7 not filed within 30 days of the resolution attracts penalties
- Increasing capital when the AOA does not permit it, without first altering the AOA
- Wrong stamp duty or ROC fee calculated on the increased amount
- Not updating the MOA capital clause after the increase
- Allotting shares before the authorised-capital increase is registered
Regulatory Updates 2025–26
- 2025: Allotment of shares is reported in Form PAS-3 within 30 days on the MCA V3 portal.
Why Businesses Choose TaxClue
CA / CS Team
Qualified Chartered Accountants and Company Secretaries handle your resolutions and ROC filing.
End-to-End
From AOA check to updated MOA — fully managed, with minimal effort from you.
Fast Turnaround
Committed timelines with proactive status updates at every stage.
100% Online
Everything over WhatsApp / email — no office visits required.
Transparent Fees
A fixed professional fee quoted upfront — ₹0 hidden charges.
Post-Service Support
Guidance on share allotment (PAS-3) and follow-on compliance after filing.
Your Documents Deserve Professional Care
- Documents handled by professionals under confidentiality
- Access limited to the team working on your file
- Communication over secure digital channels
- Documents retained only as long as needed for compliance
Frequently Asked Questions
What is authorised capital and why increase it?
Which sections of the Companies Act govern this?
Do the Articles of Association need to permit the increase?
What kind of resolution is needed to increase authorised capital?
What is Form SH-7 and when must it be filed?
How is the fee for increasing authorised capital calculated?
How long does it take to increase authorised capital?
Do I need to update the MOA after increasing authorised capital?
Can I allot shares immediately after increasing authorised capital?
What is the difference between authorised and paid-up capital?
What happens if Form SH-7 is filed late?
Can a One Person Company (OPC) increase its authorised capital?
How do I increase authorised capital of a private limited company step by step?
What forms and stamp duty apply when increasing authorised capital?
Is MGT-14 required for increasing authorised capital?
Can authorised capital be increased and shares allotted at the same time?
Can authorised capital be reduced later if it is increased too much?
Official Sources & Legal References
Every regulatory detail on this page — sections, the filing form and the deadline — is drawn from primary law and official government sources. Verify them directly:
- MCA — Ministry of Corporate AffairsOfficial portal to file Form SH-7 and track the alteration of capital
- Companies Act, 2013 — Sections 61 & 64Alteration of share capital (s.61) and notice to Registrar (s.64) · India Code
- Form SH-7 & company formsNotice of alteration of share capital and related e-forms
- Companies (Share Capital & Debentures) Rules, 2014Rules governing share capital, allotment and related filings
Related Guides
Increase Authorised Capital Procedure
Read guide ArticleBoard Resolution to Increase Share Capital
Read guide ArticleAllotment of Shares & PAS-3 Procedure
Read guide ArticleSection 62 Rights Issue Procedure
Read guide ArticleHow to Issue Bonus Shares
Read guide ArticleESOP & Sweat Equity Shares Rules
Read guide ArticleFiling Resolutions with the ROC (MGT-14)
Read guideIncrease Authorised Capital Resources — All Free
Increase Your Authorised Capital, End to End
Expert-managed increase of authorised capital — AOA check, board and shareholder resolutions, Form SH-7 filed with the ROC within 30 days and the updated MOA capital clause. Consultation, fixed fee quoted upfront, zero hidden charges.
Talk to a CA/CS Expert →