VCFO Lite
Increase in authorised capital before a round, SH-7
What this means, checked by a CA
Your company can only issue shares up to its authorised capital. Before a round closes we work out how much headroom the round, the ESOP pool and any conversions need, pass the shareholders' resolution, file SH-7 with the ROC fee and stamp duty, and get it approved so the allotment and PAS-3 are not held up.
₹3,999
Per round, + 18% GST
- Delivered in 3 working days after the general meeting; plan to start 4 to 6 weeks before the expected closing
- Due: Resolution and SH-7 approved before the allotment; SH-7 within 30 days of the resolution
How we do it: IDFD
Every case runs through the same four steps: Information, Discussion, Forms, Deliverables. You see each one ticked as it happens.
InformationWhat we need from you · 8 items
Term sheet or round size
Shares to be issued
Current cap table and MCA master data
Existing capital must match
ESOP pool size
Pool needs capital headroom
Notes, SAFEs, CCDs or CCPS to convertOptional
Conversions need headroom too
Equity and preference split, face value
MOA Clause V must match
Articles of association
Must allow capital increase
Registered office state
Decides stamp duty
Active DSC and DIN of signing director
Common rejection reason
DiscussionWhat we discuss · 5 items
How many shares will this round, the ESOP top-up and conversions need, fully diluted?
Size once to avoid a second SH-7
Will investors get CCPS?
Preference capital must be in the authorised split
Do the articles permit the increase, or is a special resolution needed?
Special resolution means MGT-14 first
When is the closing date and do all members agree to short notice?
21 days notice or 95% consent
Is the company a small company or OPC for fees?
Lower fee scale
FormsForms we file · 6 items
Work back authorised capital from the round
Existing issued shares + new round shares + ESOP pool + conversion shares + buffer, split by equity and preference, times face value
Where: Our cap table model. Due: 4 to 6 weeks before closing
Compute ROC fee difference and stamp duty
Fee(new capital) minus Fee(old capital) on Table A; stamp duty by state
Where: https://www.mca.gov.in (fee enquiry) and our sheet. Due: Before the board meeting
Board meeting: approve increase, altered MOA Clause V and notice of general meeting
Where: Company records. Due: At least 7 clear days board notice
General meeting: ordinary resolution under Sec 61 (special resolution and MGT-14 if articles are altered)
Where: Company records; MGT-14 on https://www.mca.gov.in. Due: 21 clear days notice, or shorter with 95% consent
File SH-7 with resolution and altered MOA, pay fee and stamp duty
Where: https://www.mca.gov.in (MCA V3). Due: Within 30 days of the resolution, ideally the same week
Wait for SH-7 approval and master data update, then proceed to allotment and PAS-3
Where: https://www.mca.gov.in. Due: Before allotment
DeliverablesWhat you get · 3 items
Capital sizing note
When: Before the board meeting
Board and EGM papers, altered MOA
When: 2 working days
SH-7 SRN and approval
When: Usually within a week of filing
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