Udyog Suvidha Kendra
Scale Your Business Legally

Authorized Capital
Increase Filing

Expand your company's ability to issue shares and raise funds. We handle end-to-end ROC compliance, SH-7 filing, and MOA amendments for seamless business growth.

Satisfied NSDC Partner Verified Training Centre Registered Training Provider
+35k

Trusted by 35,000+ Businesses

Step 1/3

Start Authorized Capital Increase

Fill in the form and complete process to receive your certificate.

100% Secure & Confidential

Note: We are India's fastest growing online business services platform dedicated to helping people to start and grow their business, at an affordable cost. Our aim is to help the entrepreneur with regulatory requirements, and offering support at every stage to ensure the business remains compliant and continually growing. We are Private Organization and providing services and assistance for Business Benefits who require consultation.

Business Expansion

What is Authorized Capital?

Authorized share capital is the maximum amount of capital a company is legally permitted to raise by issuing shares, as defined in its Memorandum of Association (MOA). It acts as a ceiling limit. To issue more shares for funding or expansion, this limit must be formally increased.

Boardroom Discussion

Why Increase Capital?

Raise Funds

Before issuing additional shares to new or existing investors, the company must ensure its authorized capital permits the increase.

Issue Bonus Shares

Bonus issues require sufficient headroom within the authorized capital limit.

Expansion & Restructuring

Additional funds may be needed to support new projects, assets, or ventures.

Investor Entry or Rights Issues

Bringing in strategic investors or offering rights issues requires capacity for share allotment.

Merger or Restructuring Needs

During mergers, amalgamations, or acquisitions, increased capital may be required to realign shareholding.

Paid-up vs Authorized Capital

Understanding the difference is crucial for compliance and planning.

Type Description
Authorized Capital Maximum capital a company can legally issue
Paid-up Capital Actual amount paid by shareholders for issued shares
Mentioned In Memorandum of Association (MOA), ROC records and financial statements
Approval Required Yes, requires shareholder and ROC approval for changes
Function Acts as a ceiling for share issuance
Changes Changes as new shares are allotted
Representation Represents actual funding received from shareholders

Example

If a company has ₹10 lakh authorized capital and has issued shares worth ₹5 lakh, the paid-up capital is ₹5 lakh, and it still has room to issue another ₹5 lakh worth of shares.

When Should You Increase Capital?

Strategic timing ensures smooth fundraising and compliance.

1

Before Issuing New Shares

A company cannot issue shares beyond the limit of its authorized capital as defined in its Memorandum of Association (MOA). If it plans to allot new equity shares—whether to promoters, new investors, or employees (via ESOPs)—the capital limit must first be revised. This ensures the share allotment is legally valid and accepted by regulatory authorities.

2

During Fundraising or Investment

Fundraising activities often involve issuing fresh equity to venture capitalists, angel investors, or strategic partners. Without adequate authorized capital, companies may not be able to honor these investments. To prevent transaction delays or investor concerns, it is advisable to increase the capital in advance.

3

For Mergers, Acquisitions, or Restructuring

Failing to do so could lead to regulatory hurdles, delays in deal execution, or non-compliance with the Companies Act, 2013.

4

In Case of Expansion or Bonus Issue

Expanding into new business segments, entering international markets, or opening new locations may require additional capital. Similarly, issuing bonus shares to existing shareholders is only possible if the authorized capital has enough room to accommodate the new shares.

5-Step Filing Process

Complete end-to-end process for authorized capital increase, typically completed within 5-10 working days. Follow these steps to ensure compliance with the Companies Act, 2013.

1

Hold Board Meeting and Pass Resolution

Convene a Board Meeting to propose the increase in authorized capital. Approve the draft EGM notice, propose amendment to the MOA capital clause, and authorize a director or company secretary to handle ROC filings and compliance. The Board Resolution must be properly recorded as per company law.

2

Alter Capital Clause in MOA

Amend Clause V (Capital Clause) of the Memorandum of Association to reflect the revised authorized capital. Ensure the Articles of Association permit such an amendment; if not, the AOA must also be altered. The proposed changes must be included in the EGM notice.

3

Call and Conduct Shareholders’ Meeting (EGM)

Issue at least 21 days’ notice and conduct an Extraordinary General Meeting. Pass a Special Resolution approving the increase in authorized capital and the corresponding amendment to the MOA. A certified copy of the resolution is required for ROC filing.

4

File ROC Forms – SH-7 and MGT-14

File Form SH-7 within 30 days to report the revised capital structure. File Form MGT-14 (where a Special Resolution is passed) along with the certified resolution, updated MOA, EGM notice, explanatory statement, and Board Resolution. All forms must be digitally signed and certified by a practicing professional.

✓

ROC Approval and Updated Master Data

The Registrar of Companies verifies the filings and supporting documents. Upon approval, the MCA master data is updated to reflect the revised authorized capital, after which the company can legally issue shares up to the new limit.

Fees & Penalties

Government filing fees depend on the amount of capital increased. Additionally, stamp duty is applicable based on the state. Late filing attracts heavy penalties.

ROC Forms Required

Increasing authorized capital requires mandatory filings with the Registrar of Companies within prescribed timelines:

  • Form SH-7 (Mandatory): Filed within 30 days of passing the resolution. It contains details of the existing and revised authorized capital along with the amended MOA.
  • Form MGT-14 (Conditional): Required when a Special Resolution is passed. Filed within 30 days with certified copies of resolutions and the altered MOA.

All ROC forms must be digitally signed and certified by a practicing professional (CA / CS / CMA).

State-Wise Stamp Duty

In addition to ROC filing fees, stamp duty is payable on the increase in authorized capital. The applicable rate depends on the registered office state of the company.

  • Maharashtra: ₹0.50 per ₹1,000 of increased capital
  • Delhi: ₹0.15 per ₹1,000
  • Karnataka: ₹1.00 per ₹1,000 (subject to prescribed limits)

Stamp duty is auto-calculated by the MCA portal during SH-7 filing based on the company's registered office location.

Government Filing Fees (Based on Capital Slabs)
Authorized Capital (₹) Filing Fee (₹)
Up to ₹1,00,000 ₹5,000
₹1,00,001 to ₹5,00,000 ₹5,000 + ₹400 for every ₹10,000 increase
₹5,00,001 to ₹10,00,000 ₹20,000 + ₹300 for every ₹10,000 increase
₹10,00,001 to ₹50,00,000 ₹35,000 + ₹200 for every ₹10,000 increase
₹50,00,001 to ₹1,00,00,000 ₹1,55,000 + ₹100 for every ₹10,000 increase
Above ₹1,00,00,000 ₹2,05,000 + ₹75 for every ₹10,000 increase
Note: Fees may vary slightly based on company type (private/public/OPC).

Late Filing Penalty

Delay in filing Form SH-7 or MGT-14 attracts additional fees and daily penalties. Directors may face fines up to ₹50,000 or more for non-compliance.

Required Documents

Board Resolution

Certified copy approving the increase.

EGM Notice

Notice sent to shareholders with explanatory statement.

Special Resolution

Passed in EGM (required for MGT-14).

Altered MOA

Updated Memorandum with new capital clause.

Altered AOA

If Articles were amended.

DSC

Digital Signatures of Directors.

Professional Cert

Certification by CA/CS/CMA.

Duty Receipt

Proof of Stamp Duty payment.

Processing Timeline

Typical duration from start to ROC approval

Internal Preparation & Resolution Passing

This phase includes conducting the Board Meeting, drafting and issuing the EGM notice, and obtaining shareholder approval through a Special Resolution. It generally takes 2–3 working days depending on internal readiness. If a shorter EGM notice is used, written shareholder consent must be obtained as per the Companies Act, 2013.

2–3 Days

MCA / ROC Processing

After passing resolutions, Form SH-7 (and MGT-14, where applicable) is filed with the ROC. The Registrar usually processes and approves the filings within 2–5 working days, provided forms are error-free, fees and stamp duty are paid correctly, and documents are complete and properly certified.

2–5 Days

Expected Completion Duration

On average, the complete process takes 5–10 working days, including internal approvals, statutory filings, and ROC acknowledgment. A buffer of 1–2 days may be required in case of clarifications or resubmissions. Proper planning and documentation help avoid regulatory delays.

5–10 Days

Penalties for Non-Compliance

Avoid legal consequences by filing on time

Late Filing of SH-7 or MGT-14

  • Forms SH-7 and MGT-14 must be filed within 30 days from the date of resolution
  • Additional fees of ₹100 per day of delay as prescribed by MCA
  • Delay or failure may render the resolution ineffective
  • Approval or update of authorized capital on MCA records may be delayed
  • Related filings such as PAS-3 for share allotment may be rejected

Issuing Shares Without Increasing Capital

  • Issuing shares beyond authorized capital is a direct violation of the Companies Act, 2013
  • Such share issuance is considered void and legally invalid
  • ROC may cancel the allotment and require refund to investors
  • Directors may be held personally liable for losses, penalties, and legal costs
  • Non-compliance can severely impact investor confidence and credibility

Legal Consequences and ROC Actions

  • ROC may initiate scrutiny or inspection upon detecting non-compliance
  • Show-cause notices may be issued under Section 450 of the Companies Act, 2013
  • Monetary penalties may be imposed on the company and responsible officers (up to ₹1 lakh or more)
  • ROC may reject or block related filings such as PAS-3 or DIR-12 until compliance is rectified
  • Company may be marked as non-compliant on MCA records, affecting future filings

How Udyog Suvidha Kendra Helps You

Professional support for hassle-free capital increase

End-to-End Filing Support

We handle the entire process—from board resolution drafting to ROC form filings—ensuring error-free compliance with MCA guidelines, accurate document preparation, and timely approvals for your authorized capital increase.

MOA & AOA Amendment Assistance

Our experts assist in reviewing and updating your MOA and AOA as per legal requirements, ensuring all capital clause modifications are properly aligned with the Companies Act and approved without delays.

Legal Advisory & Compliance Monitoring

We provide professional guidance on capital planning, stamp duty estimates, and compliance tracking. Our proactive alerts ensure timely filings, helping you avoid late fees, penalties, or ROC objections.

Frequently Asked Questions

AOA Amendment in Different States

Andhra Pradesh Arunachal Pradesh Assam Bihar Chhattisgarh Goa Gujarat Haryana Himachal Pradesh Jharkhand Karnataka Kerala Madhya Pradesh Maharashtra Manipur Meghalaya Mizoram Nagaland Odisha Punjab Rajasthan Sikkim Tamil Nadu Telangana Tripura Uttar Pradesh Uttarakhand West Bengal Delhi Chandigarh Ladakh Lakshadweep Puducherry Jammu & Kashmir Andaman & Nicobar Dadra & Nagar Haveli

AOA Amendment in Major Cities

RELATED SERVICES
Proprietorship Partnership Nidhi Company Trust Registration Producer Company MCA Name Approval Section 8 Company One Person Company Private Limited Company Limited Liability Partnership Proprietor to LLP Proprietor to OPC Proprietor to Pvt Ltd Partnership to LLP Partnership to Pvt Ltd
CERTIFICATE SERVICES
GeM Registration Food Registration Udyam Registration ISO Registration PF Registration Barcode Registration Darpan Registration ZED Certification DSC Registration GST Registration Gumasta Registration ESI Registration RCMC Registration APEDA Registration BIS Registration FCRA Registration DOT OSP ISP License Startup India Registration 12A and 80G Registration Only 80G Registration Only 12A Registration ICEGATE Registration Import-Export Registration Tax Exemption Certificate RERA for Agents Professional Tax Registration
MCA SERVICES
ADT-1 Filing LLP Compliance OPC Compliance DIN eKYC Filing DIN Reactivation Director Change Share Transfer Demat of Shares PF Return Filing Company Compliance Remove Director ESI Return Filing Business Plan DPT-3 Filing LLP Form 11 Filing Dormant Status Filing MOA Amendment AOA Amendment Winding Up - LLP Winding Up - Company FLA Return Filing Professional Tax Return Filing Partnership Compliance Proprietorship Compliance Registered Office Change Name Change - Company Authorized Capital Increase