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.
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).
Check if Articles require any special procedure or shareholder consent mechanism for authorised capital increase.
Pass board resolution proposing new authorised capital amount and convening EGM or using AGM.
Issue 21-day advance notice for EGM with proposed resolution for authorised capital increase.
EGM held — shareholders pass ordinary resolution (simple majority) approving capital increase.
Calculate incremental ROC fee on the increase amount using progressive slab — pay via MCA portal.
Submit SH-7 with ordinary resolution, amended MOA Clause V, and ROC fee payment — within 30 days of resolution.
ROC processes SH-7 — authorised capital updated on MCA Master Data and confirmed via SRN acknowledgement.