Overview
What authorised capital means
Authorised capital is the maximum share capital a company may issue, as stated in the capital clause of its memorandum of association (MOA).
A company cannot issue shares beyond this limit. To bring in new investors or issue more shares to existing ones above the limit, it first increases its authorised capital.
Approval
Who approves the increase
Check the articles
The articles of association (AOA) must allow the company to increase its share capital.
Shareholders approve
If the articles allow it, shareholders approve the increase by an ordinary resolution in a general meeting, and the capital clause of the MOA is altered.
Articles do not allow it
The articles are first altered by a special resolution to allow the increase.
Documents
Documents we need
- Current MOA and AOA of the company
- The new authorised capital you want
- Board resolution calling the general meeting
- Notice of the general meeting and the shareholders' resolution
- A valid digital signature (DSC) of a director
What we prepare
Our part
- Draft resolutions and meeting notice
- The altered capital clause of the MOA
- Form SH-7, ready for your director to sign
We confirm the exact documents for your company before we start.
Process
How the increase works with Complianto
- 01
Fill the form
Tell us your current and proposed authorised capital.
- 02
Check the articles
We check whether the articles allow the increase, or need altering first.
- 03
Board and shareholder approval
We draft the board resolution, the meeting notice and the shareholders' resolution.
- 04
File Form SH-7
We file Form SH-7 with the altered MOA within 30 days of the resolution, with the fee and stamp duty.
- 05
Records updated
Once processed, the new authorised capital shows in the company's details on the MCA portal.
Costs
What the increase costs
Complianto professional feeContact our team for your quote
ROC feeBased on the amount of the increase
Stamp dutySet by your state, on the increase
- Government fees and stamp duty are paid on the MCA portal when Form SH-7 is filed.
- We tell you the total before we file anything.
What is the time limit to file Form SH-7?
File Form SH-7 with the ROC within 30 days of the resolution that increases the authorised capital.
Which resolution is needed?
An ordinary resolution of the shareholders, if the articles allow the increase. If they do not, the articles are first altered by a special resolution.
Does increasing authorised capital issue new shares?
No. It only raises the limit. New shares are issued separately, after the increase.
Is stamp duty payable on the increase?
Yes. Stamp duty is set by each state and is paid on the increase, along with the ROC fee, when Form SH-7 is filed.
Do we need to amend the MOA?
Yes. The capital clause of the MOA is altered to show the new authorised capital, and the altered MOA is filed with Form SH-7.
Is Complianto a government body or a CA firm?
Neither. Complianto is a compliance facilitation platform operated by Mentorcorp Private Limited. You can also file directly on the MCA portal without our fee.
More services
Other company changes
Company Changes
All event-based ROC changes in one place.
MOA / AOA Alteration
Change your objects or articles.
Change in Director
Appoint, replace or remove a director.
Registered Office Change
Move your company's registered office.
Company Name Change
Change your company's registered name.
Digital Signature (DSC)
Sign MCA forms online.
