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Home / Company Law & Secretarial Services / Increase in Authorised Capital
Last updated: 2 October 2026
Before issuing new shares — for investors, ESOPs or a bonus — a company needs enough authorised capital. Our team handles the resolution, alteration of the memorandum and the SH-7 filing, including the ROC fee and stamp duty.
Authorised capital is the maximum share capital a company can issue, stated in its memorandum of association (MOA). Under section 61 of the Companies Act, 2013:
Plan the increase with enough headroom for upcoming rounds and ESOP pools, since each filing has a cost.
Based on the Companies Act, 2013 and the rules made under it. Last updated: 27 September 2026.
Provision for altering share capital
Form to notify the increase to the ROC
To file SH-7 after the resolution
Usually enough, unless articles require more
Based on the amount of the increase
Payable as per the state of the registered office
Most issues show up at the time of allotment.
Allotment made before the increase is effective.
Articles do not permit the increase and are not amended.
ROC fee and stamp duty not budgeted.
Capital increases usually come before another action.
Issuing shares to investors.
Pool for employees.
Capitalising reserves.
Other changes to the constitution.
Articles and current capital checked.
ROC fees and stamp duty calculated.
Board approves and calls a general meeting.
Shareholders pass the resolution.
Capital clause altered.
SH-7 filed within 30 days.
The new limit is available once the filing is complete.
Keep the altered MOA with company records.
New shares can now be issued within the limit.
Records updated to show the new capital.
Plan headroom for later rounds.
Share your query and our team will reply during business hours.
The maximum share capital a company can issue, stated in its memorandum of association.
An ordinary resolution, unless the articles require a special resolution.
Within 30 days of the resolution.
Yes, as applicable in the state where the registered office is located, along with the ROC fee.
Shares should be allotted only after the increase is approved and effective.
ACS – Director, Expertvuw Management Pvt Ltd
This work is handled by Expertvuw’s team, with filings made on the MCA portal. Certifications and audits required by law are issued by independent practising professionals engaged for your case.