Get Your Authorized Capital Increase done with eFileSeva | We Help You Do It Right!
Increasing the authorized share capital is a formal statutory process governed by the Companies Act, 2013 (Sections 61 & 64 read with Section 13 and the Companies (Share Capital and Debentures) Rules, 2014). It requires the Articles of Association to permit the increase, a board resolution to convene a general meeting, an ordinary resolution of the members, alteration of the capital clause (Clause V) of the Memorandum of Association, and filing Form SH-7 with the Registrar within 30 days. eFileSeva helps companies raise their share capital ceiling legally and compliantly — from AOA checks and meeting notices to the SH-7 filing and stamp duty.
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Key Details for Increasing Authorized Capital
eFileSeva provides complete assistance for increasing authorized share capital — verifying the Articles of Association, convening the meeting, drafting the resolutions, altering the capital clause of the Memorandum, computing the ROC fee and stamp duty, and filing Form SH-7 with the MCA — across private, public, One Person, and Section 8 companies.
| # | Topic | Details |
|---|---|---|
| 1 | Choose the Right Type of Capital Action | Selecting the correct route — a straightforward increase of authorized capital under Section 61(1)(a), or a related action such as consolidation, sub-division, or conversion of shares — is the first step. eFileSeva helps you choose based on your capital structure, funding plans, and statutory requirements. |
| 2 | Increase Timeline |
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| 3 | Increase Cost | The cost comprises the MCA/ROC filing fee (computed on the authorized capital slab using the difference method) and the state-specific stamp duty on the increase, plus professional fees. eFileSeva provides transparent pricing with no hidden charges and professional assistance throughout the process. |
| 4 | Eligibility to Increase | Any limited company having a share capital may increase its authorized capital, provided its Articles of Association authorise it to do so. There is no statutory ceiling on the amount of increase or the number of times a company may increase its authorized capital. |
| 5 | Authorized vs Paid-Up Capital | Authorized capital is the maximum share capital a company may issue, fixed in Clause V of the MOA. Paid-up capital is the amount actually issued and paid for. Increasing authorized capital only raises the ceiling — new shares must be allotted separately (Form PAS-3). |
| 6 | Key Sections & Forms | Section 61 (alteration of share capital) is the enabling provision; Section 64 requires filing notice in Form SH-7. Where the AOA must be amended, use a special resolution under Section 14 and file Form MGT-14. Allotments after the increase are reported in Form PAS-3. |
| 7 | Form SH-7 & Penalty | Form SH-7 (Notice of alteration of share capital) must be filed with the Registrar within 30 days of the resolution (Section 64 read with Rule 15 of the Share Capital and Debentures Rules, 2014). Late filing attracts a penalty of ₹500–₹5,00,000 for the company and ₹500–₹1,00,000 for officers in default, plus additional MCA late fees. |
| 8 | Post-Increase Services |
After the increase, eFileSeva assists with:
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*Timelines may vary depending on whether the AOA must be amended, document completeness, and MCA processing.
Increasing Authorized Share Capital in India: Everything You Need to Know
Increase Your Authorized Capital Legally & Compliantly
Under the Companies Act, 2013, the authorized share capital is the maximum amount of share capital a company may issue, fixed in the capital clause (Clause V) of its Memorandum of Association. Section 61(1)(a) allows a company having a share capital to increase its authorized capital by such amount as it thinks expedient, provided its Articles of Association authorise it to do so. Section 61(1)(b)–(e) deal with consolidation, conversion of shares into stock, sub-division, and cancellation of unissued shares.
The increase is usually approved by an ordinary resolution (a simple majority) of the members in a general meeting. Section 64 then requires the company to file a notice of the alteration with the Registrar in Form SH-7 within 30 days of the resolution, read with Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014. Where the Articles do not permit the increase, they must first be altered by a special resolution under Section 14, and Form MGT-14 filed within 30 days.
It is important to understand that increasing authorized capital only raises the ceiling — it does not itself increase paid-up capital. Fresh shares are allotted separately (reported in Form PAS-3). An increase does not affect the company's CIN, PAN, existing contracts, liabilities, or legal obligations; only the capital clause and the MCA master data are updated.
eFileSeva helps you verify the Articles, draft and pass the board and shareholder resolutions, amend Clause V of the Memorandum, compute the ROC fee and stamp duty, and file Form SH-7 — making your authorized capital increase simple, fast, and fully compliant.
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Disclaimer
eFileSeva is a professional corporate compliance consultancy and service provider. We are not the Ministry of Corporate Affairs or the Registrar of Companies and do not approve or register alterations of share capital. All approvals and registrations are issued solely by the MCA, ROC, and the respective government authorities. Our role is to assist clients with consultation, documentation, application filing, and end-to-end process support.
Modes of Alteration of Share Capital Under the Companies Act, 2013
Each mode of altering share capital serves a different purpose and carries distinct rules. The most common is the straightforward increase under Section 61(1)(a). eFileSeva helps you identify the correct mode and complete the process with expert guidance.
Increase Authorized Capital
The most common route, under Section 61(1)(a) — raising the ceiling of share capital in Clause V of the MOA. Requires an ordinary resolution, alteration of the capital clause, and filing Form SH-7 within 30 days.
Learn MoreConsolidate & Divide
Under Section 61(1)(b) — consolidating and dividing all or part of the existing share capital into shares of a larger amount. Filings are reported to the Registrar in a similar manner to a capital increase.
Learn MoreConvert Shares into Stock
Under Section 61(1)(c) — converting all or part of the paid-up share capital into stock, and re-converting it back. This restructures the form of shareholding and is notified to the Registrar.
Learn MoreSub-division of Shares
Under Section 61(1)(d) — sub-dividing existing shares into smaller denominations (for example, one ₹10 share into ten ₹1 shares). This does not change the total capital but increases the number of shares.
Learn MoreCancel Unissued Shares
Under Section 61(1)(e) — cancelling shares that have not been taken up by any person, reducing the authorized capital accordingly. The reduction in the number of shares must be notified to the Registrar.
Learn MoreReduction of Share Capital
A different process under Section 66 — reducing paid-up share capital, which requires an NCLT confirmation and is not reported through Form SH-7. Reserved for capital restructuring and buy-backs.
Learn MoreNot Sure Which Capital Action You Need?
eFileSeva's experts will help you choose the most suitable mode and amount based on your company's shareholding, funding plans, and compliance needs.
Get Free ConsultationEligibility / Minimum Requirements
Before increasing your authorized share capital, you must meet a few basic eligibility and procedural requirements. eFileSeva helps you verify these requirements and complete the increase without delays.
The AOA Must Permit the Increase
The company's Articles of Association must contain an enabling clause authorising an increase in the share capital. If the Articles do not, they must first be amended by a special resolution under Section 14, with Form MGT-14 filed within 30 days.
Board Resolution & General Meeting Notice
The Board must pass a resolution approving the increase and convening a general meeting. A notice of at least 21 clear days (or a shorter period with 95% member consent) must be given, with an explanatory statement attached under Section 102.
Ordinary Resolution of the Members
In most cases, an ordinary resolution (a simple majority, over 50%) at a general meeting is sufficient to increase authorized capital under Section 61(1)(a). A special resolution is needed only if the company's Articles require a higher threshold or if the AOA itself must be amended.
Alteration of the Capital Clause (Clause V)
The capital clause of the Memorandum of Association must be formally amended to reflect the new authorized capital and share structure. The altered MOA is attached with Form SH-7 through the e-MOA module. The alteration takes effect from the date of the resolution.
Class-3 DSC of the Authorized Signatory
Form SH-7 must be digitally signed using a valid Class-3 Digital Signature Certificate (DSC) of the authorized signatory (typically a director or Company Secretary), whose DSC is registered on the MCA portal and linked to their DIN.
Payment of ROC Fee & Stamp Duty
The MCA filing fee on the enhanced authorized capital (calculated using the difference method) and the state-specific stamp duty on the increase must be paid, typically electronically through the MCA portal at the time of filing SH-7.
Form SH-7 Filing Within 30 Days
Form SH-7 (Notice of alteration of share capital) must be filed with the Registrar within 30 days of the resolution under Section 64 read with Rule 15 of the Share Capital and Debentures Rules, 2014. Late filing attracts a penalty and additional MCA late fees.
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eFileSeva's experts will help you verify the AOA, draft the resolutions, and complete your authorized capital increase quickly and compliantly.
Get Started TodayDocuments Required for Increasing Authorized Capital
The required documents may vary depending on whether the AOA must be amended and on your company structure. eFileSeva helps you verify and prepare all the necessary documents for a smooth process.
Company Documents
- Company CIN & Certificate of Incorporation
- Memorandum of Association (MOA) — with current Clause V
- Articles of Association (AOA) — confirming the enabling clause
- MCA Company Master Data (current authorized & paid-up capital)
- Updated Register of Members / Shareholding pattern
Resolutions & Meeting Documents
- Board Resolution approving the increase & convening the meeting
- Notice of the General Meeting with the explanatory statement (Section 102)
- Certified true copy of the Ordinary Resolution
- Minutes of the General Meeting signed by the Chairperson
- Special Resolution (only if the AOA is being amended)
MCA Forms & Filing
- Form SH-7 — Notice of Alteration of Share Capital (Section 64)
- Altered MOA — Clause V through the e-MOA module
- Form MGT-14 (only when the AOA is amended by special resolution)
- Form PAS-3 — Return of Allotment (for shares issued after the increase)
- Proof of MCA Fee Payment (challan / reference)
Fee, DSC & Supporting Documents
- Class-3 DSC of the authorized signatory (Director / CS)
- Stamp duty payment proof (e-stamp certificate / challan)
- ROC fee computation (difference method) confirmation
- Shorter-notice consent (if the 21-day notice is being waived)
Pro Tip
First confirm the AOA contains an enabling clause to increase the share capital; if not, amend it by special resolution and file Form MGT-14 before filing SH-7. Compute the ROC fee (the difference between the fee on the new and existing capital) and the state stamp duty on the incremental amount correctly — both are charged on the increase, not the total. File Form SH-7 within 30 days of the resolution to avoid penalties. Do not confuse SH-7 (which raises the ceiling) with PAS-3 (which records the actual allotment). Remember, an OPC with authorized capital above ₹50 lakh must convert to a Private Limited Company.
Timeline for Increasing Authorized Capital
eFileSeva simplifies the authorization capital increase process with expert guidance at every stage. While timelines may vary depending on whether the AOA must be amended and on MCA processing, the following is a typical journey.
Consultation & AOA Verification
Our experts confirm the current authorized and paid-up capital, verify that the Articles permit the increase, and help you plan the right amount and share structure.
Resolutions & EGM Notice
We draft the board resolution and the general meeting notice with the explanatory statement under Section 102, and issue the 21 clear days notice to members (or a shorter notice with consent).
General Meeting & Ordinary Resolution
The members pass the ordinary resolution approving the increase, and we amend Clause V of the MOA and, where required, the AOA through a special resolution.
SH-7 Filing & MCA Approval
We file Form SH-7 with the MCA within 30 days, pay the ROC fee and stamp duty, and confirm the updated authorized capital in the MCA master data.
Estimated Increase Time
An authorized capital increase generally takes 3–5 weeks* from start to finish, including the 21-day general meeting notice period and MCA processing. Where the AOA already permits the increase, the filing steps can be completed faster. Form SH-7 must be filed within 30 days of the resolution to avoid a late-filing penalty.
Process to Increase Authorized Capital in India
Increasing the authorized capital involves more than just filling a form. From verifying the AOA and convening the meeting to passing the resolution and filing SH-7, eFileSeva provides complete support at every stage of your capital increase.
AOA Check & Capital Planning
We verify the current authorized and paid-up capital from the MCA master data, confirm the Articles contain an enabling clause, and help you plan the amount of increase and the share structure (equity, preference, or both).
Board Resolution & EGM Notice
We draft the board resolution approving the increase and convening the meeting, prepare the notice with the explanatory statement under Section 102, and issue the 21 clear days notice to members.
General Meeting & Ordinary Resolution
The members pass the ordinary resolution approving the increase (or a special resolution where the AOA requires it). We record the minutes and amend Clause V of the MOA to reflect the revised capital.
Clause V Amendment & SH-7 Filing
We file Form SH-7 with the MCA within 30 days of the resolution through the e-MOA module, pay the ROC filing fee and state stamp duty electronically, and digitally sign it with the Class-3 DSC.
Approval & Post-Filing Support
Once the MCA approves the filing, we confirm the updated authorized capital in the master data and help you with subsequent actions, including share allotment (Form PAS-3) and ongoing compliance.
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Filings Related to Increasing Authorized Capital
Depending on your company and whether the Articles must be amended, you may need other filings alongside the SH-7. eFileSeva helps you identify and complete the actions applicable to your company.
| Filing / Registration | When It May Apply | Applicable Law / Authority |
|---|---|---|
Form SH-7 — Alteration NoticeNotice of Alteration of Share Capital |
Mandatory for an increase in authorized capital. Filed with the ROC/MCA within 30 days of the ordinary resolution, with the altered MOA and prescribed fees & stamp duty. | Registrar of Companies Section 64, read with Rule 15, Companies Act, 2013 |
Form MGT-14 — Resolution FilingSpecial Resolution / AOA Amendment |
Required only when the Articles of Association must be amended by a special resolution to permit the increase. Filed within 30 days of the special resolution. | Registrar of Companies Sections 14 & 117, Companies Act, 2013 |
Form PAS-3 — Return of AllotmentIssue of Fresh Shares |
Filed when shares are actually allotted after the authorized capital is increased (rights issue, private placement, bonus, or ESOP). Within 15 days (private placement) or 30 days (rights issue). | Registrar of Companies Section 39 / 42 / 62 / 63, Companies Act, 2013 |
MOA Clause V & AOA AmendmentCapital Clause & Internal Rules |
The capital clause of the MOA is always altered to reflect the new ceiling. The AOA is amended only where it lacks an enabling clause. Amending the internal rules and registers completes the change. | ROC / MCA Sections 13, 14, 61, 64 |
ROC Fee & State Stamp DutyCapital-linked Government Charges |
The MCA filing fee is computed on the enhanced authorized capital (difference method), and state stamp duty is levied on the incremental increase — both paid at the time of filing SH-7. | MCA / State Government Companies (Registration Offices and Fees) Rules, 2014 |
Authorized Capital Increase vs Paid-Up Capital Increase: What's the Difference?
Authorized capital and paid-up capital are often confused. Compare the key differences below to understand which process applies to your situation.
| Feature | Authorized Capital Increase | Paid-Up Capital Increase |
|---|---|---|
| 1. What Changes | Raises the legal ceiling in Clause V of the MOA — the maximum the company may issue. | Increases the actual amount received from shareholders (fresh issue/allotment). |
| 2. Governing Section | Section 61 (alteration of share capital) read with Section 64. | Section 62 (rights), Section 63 (bonus), Section 42 (private placement). |
| 3. Resolution Required | Ordinary resolution at a general meeting (special resolution if the AOA must be amended). | Varies — board or shareholder resolution depending on the route of issue. |
| 4. Primary Form | Form SH-7 (notice of alteration of share capital), filed within 30 days. | Form PAS-3 (return of allotment) for every allotment of shares. |
| 5. Stamp Duty / Fee | State stamp duty + ROC fee on the incremental authorized capital. | No separate government fee on the allotment itself. |
| 6. ROC Approval | After the SH-7 filing, the ceiling in the master data is updated. | After the PAS-3 filing, the issued/paid-up capital is recorded. |
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Talk to an ExpertFrequently Asked Questions
Find answers to common questions about increasing authorized share capital and maintaining compliance with eFileSeva.
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