Authorised Capital Increase

Increase authorised share capital via ordinary resolution and Form SH-7 — enables new share issuance for investment, ESOPs, bonus shares, or debt-to-equity conversion.

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Overview

Authorised share capital is the maximum amount of share capital a company is authorised to issue under its Memorandum of Association (Clause V). When a company needs to issue new shares beyond the existing authorised limit — for raising investment, issuing ESOPs, converting debt to equity, or issuing bonus shares — it must first increase its authorised capital through an ordinary resolution at a general meeting and filing Form SH-7 with the ROC within 30 days.

Unlike MOA object clause changes (which require a special resolution), authorised capital increase requires only an ordinary resolution (simple majority). The ROC charges a progressive fee on the amount of increase — from Rs.5,000 for the first Rs.1 lakh to Rs.1,000 per Rs.10,000 for amounts above Rs.1 crore. MFiling handles the complete process: board resolution, EGM/AGM notice, shareholder meeting, SH-7 preparation with fee calculation, and ROC filing — typically completing within 5–7 working days.

MFiling professional charges: from Rs.2,999 (professional fees, exclusive of government ROC fees based on capital increase amount).

Key Benefits

Enables New Share Issuance
No new shares (equity, preference, or ESOP warrants) can be issued beyond authorised capital — increase unlocks this.
Ordinary Resolution — Simple Majority
Unlike special resolutions (75% threshold), authorised capital increase requires only 50%+ shareholder vote — easier to pass.
SH-7 Filed Within 30 Days
Form SH-7 filed with ROC within the 30-day window — MCA Master Data updated promptly to reflect new authorised capital.
ROC Fee Accurately Calculated
Progressive slab ROC fee on the capital increase amount precisely calculated — no over-payment or under-payment.
Fast Process — 5 to 7 Working Days
Board resolution, EGM notice, ordinary resolution, and SH-7 filing typically completed within a week.

Documents Required

Current MOA — Clause V showing existing authorised capital
Current AOA — for checking any special capital increase procedure required
Board Resolution Proposing Capital Increase and Convening EGM/AGM
Ordinary Resolution from Shareholders' Meeting Approving Capital Increase
Altered Memorandum of Association (MOA) with Updated Authorised Capital in Clause V
EGM / AGM Notice with Explanatory Statement for the Proposed Capital Increase
Certified True Copy of Meeting Minutes Confirming Shareholder Approval
Certificate of Incorporation of the Company
Company PAN Card

How it Works

Review AOA for Capital Increase Procedure (Day 1)

Check if Articles require any special procedure or shareholder consent mechanism for authorised capital increase.

Board Meeting — Propose Increase and Convene EGM (Day 1)

Pass board resolution proposing new authorised capital amount and convening EGM or using AGM.

Issue EGM Notice to Shareholders (Day 1–3)

Issue 21-day advance notice for EGM with proposed resolution for authorised capital increase.

Hold EGM and Pass Ordinary Resolution (Day 22–25)

EGM held — shareholders pass ordinary resolution (simple majority) approving capital increase.

Calculate and Pay ROC Fee (Day 25–26)

Calculate incremental ROC fee on the increase amount using progressive slab — pay via MCA portal.

File Form SH-7 on MCA Portal (Within 30 days of EGM)

Submit SH-7 with ordinary resolution, amended MOA Clause V, and ROC fee payment — within 30 days of resolution.

MCA Master Data Updated (1–3 days after filing)

ROC processes SH-7 — authorised capital updated on MCA Master Data and confirmed via SRN acknowledgement.

Frequently Asked Questions

Can a company issue shares beyond its authorised capital?
No. A company cannot issue shares (including equity, preference shares, ESOP warrants, or convertible instruments) beyond the amount stated as its authorised share capital in the MOA. Doing so would be void. Before any new share issuance — for funding, ESOPs, or conversions — the company must verify that the existing authorised capital is sufficient. If not, Form SH-7 must be filed to increase it first. MFiling checks authorised capital adequacy as the first step in any share issuance engagement.
What is the difference between authorised capital and paid-up capital?
Authorised capital is the maximum amount of share capital the company is permitted to issue under its MOA — the ceiling. Paid-up capital is the amount actually issued and subscribed by shareholders — the actual amount received. Paid-up capital is always equal to or less than authorised capital. A company with Rs.10 lakh authorised capital and Rs.5 lakh paid-up capital can issue additional shares up to Rs.5 lakh without increasing authorised capital. Only when paid-up capital would exceed authorised capital is a SH-7 increase required.
What common mistakes should be avoided when filing Form SH-7?
The most common errors are: (1) failing to amend the MOA Clause V before or simultaneously with SH-7 filing — both must be updated together; (2) miscalculating the incremental ROC fee on the increase amount using the wrong slab; (3) filing with an incomplete or uncertified copy of the ordinary resolution; (4) missing the 30-day deadline from the date the resolution was passed; and (5) not paying the fee for the correct incremental amount. MFiling verifies all these elements before submission to ensure clean, first-attempt approval.
Service Price
₹2,999
Starting price · GST extra
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Enables New Share Issuance
No new shares (equity, preference, or ESOP warrants) can be issued beyond authorised capital — increase unlocks this.
Ordinary Resolution — Simple Majority
Unlike special resolutions (75% threshold), authorised capital increase requires only 50%+ shareholder vote — easier to pass.
SH-7 Filed Within 30 Days
Form SH-7 filed with ROC within the 30-day window — MCA Master Data updated promptly to reflect new authorised capital.
ROC Fee Accurately Calculated
Progressive slab ROC fee on the capital increase amount precisely calculated — no over-payment or under-payment.
Fast Process — 5 to 7 Working Days
Board resolution, EGM notice, ordinary resolution, and SH-7 filing typically completed within a week.

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Service Price
₹2,999
Starting price · GST extra

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