Increase Authorised Capital in India
Need to allot more shares — for investment, ESOPs or a rights issue? Your authorised capital must be increased first. We handle the resolution, SH-7 filing, MOA amendment and stamp duty.
Increase your authorised capital
Share your current and proposed capital. We will file SH-7 and amend the MOA.
Talk to a CS →Authorised capital increase — resolution to MCA to MOA
Board & EGM Resolutions
Board resolution for EGM; ordinary resolution passed by shareholders to increase capital.
SH-7 MCA Filing
Form SH-7 filed with the Registrar of Companies to record the capital increase.
MOA Amendment
Clause V of the Memorandum of Association amended to reflect the new authorised capital.
Stamp Duty Payment
State-specific stamp duty on the increased capital calculated and paid before filing.
Share Allotment Advisory
Guidance on allotting shares within the new authorised capital — rights issue, private placement, ESOP.
Updated Records
Statutory registers and share certificates updated to reflect the increased capital and new allotments.
The legal process for increasing authorised capital
Check Articles of Association
AOA must authorise the company to increase capital by ordinary resolution — most standard AOAs do.
Ordinary Resolution Sufficient
An ordinary resolution (simple majority) is sufficient to increase authorised capital.
SH-7 Within 30 Days
Form SH-7 must be filed with the RoC within 30 days of the ordinary resolution.
Stamp Duty Mandatory
State-specific stamp duty on the increased capital must be paid before SH-7 is filed.
MOA Amendment Required
Clause V of the MOA must be amended to reflect the new authorised capital — filed with SH-7.
Paid-Up Cannot Exceed Authorised
Paid-up capital at all times must be within the authorised capital limit.
Paid-up capital cannot exceed authorised capital. If you need to allot shares for an investment round or ESOP grant and you have reached your authorised limit, increasing authorised capital is a mandatory first step. Allotting shares beyond authorised capital is an MCA violation.
Common mistakes in authorised capital increase
Simple steps, no surprises
Capital requirement confirmed
Current authorised capital, proposed increase and reason (investment/ESOP/rights issue) confirmed.
Board & EGM resolution
Board resolution issued; EGM held; ordinary resolution passed by shareholders.
Stamp duty & SH-7 filing
State stamp duty paid; SH-7 and MOA amendment filed with the Registrar within 30 days.
Post-filing advisory
Share allotment or ESOP grant within the new authorised capital advised and documented.
Other services you may need
Frequently asked questions
The maximum amount of share capital that a company is authorised to issue to shareholders, as stated in the Memorandum of Association. A company cannot allot shares beyond its authorised capital.
When the company wants to allot new shares — for an investment round, ESOP grant, rights issue or bonus issue — and the existing authorised capital is insufficient to accommodate the new allotment.
An ordinary resolution (simple majority of shareholders present and voting) is sufficient in most cases. Check the AOA — some articles require a special resolution.
Form SH-7 is the MCA form for notifying the Registrar of an increase in authorised capital. It must be filed within 30 days of the ordinary resolution, along with the amended MOA and stamp duty payment.
Yes. State-specific stamp duty is payable on the increased authorised capital before SH-7 is filed. The rate varies by state (e.g., Maharashtra charges 0.1% on the increased amount). We calculate and advise on the exact amount.
Authorised capital is the maximum a company can issue. Paid-up capital is the amount actually issued and subscribed by shareholders. Paid-up capital must always be within the authorised capital limit.
Yes, but it is a more complex process requiring a special resolution and, in some cases, court approval under the Companies Act. Increase is far more common and simpler.
Increase your authorised capital — before your next share allotment
Share your current and proposed authorised capital. We will file SH-7 and amend the MOA within your timeline.