Increase in authorised capital, SH-7

Compliance Pack

Increase in authorised capital, SH-7

What this means, checked by a CA

Before issuing more shares than your authorised capital allows, shareholders must approve a higher limit and the company files SH-7 within 30 days. We draft the meeting papers and altered MOA, work out the ROC fee and stamp duty, and file.

₹3,499

One time, + 18% GST

  • Delivered in 3 working days after the general meeting
  • Due: Within 30 days of the shareholders' 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
  1. Current and proposed authorised capital

    Drives fee and stamp duty

  2. Class split and face value

    MOA Clause V must match

  3. Copy of articles of association

    Must permit capital alteration

  4. Board resolution and meeting notice

    Calls the general meeting

  5. Shareholders' resolution, certified copy

    Attached to SH-7

  6. Altered memorandum of association

    Must be filed with the notice

  7. State of registered office

    Decides stamp duty

  8. MGT-14 SRN if special resolutionOptional

    Linked in SH-7

DiscussionWhat we discuss · 5 items
  1. How much capital do you plan to issue in the next 2 to 3 years?

    Avoids repeat SH-7 fees and stamp duty

  2. Do the articles allow capital increase, and by ordinary or special resolution?

    Special resolution means MGT-14 too

  3. Are you adding a new class, such as preference shares?

    Needs class details; may need AOA change

  4. Is the registered office state on MCA records correct?

    Wrong state gives wrong stamp duty

  5. Is an allotment planned right after?

    SH-7 must be approved before PAS-3 (MCA-EVT-04)

FormsForms we file · 6 items
  1. Board meeting: approve the proposal, notice of general meeting and draft altered MOA

    Where: Internal. Due: 21 days before the meeting, or shorter notice with consent

  2. General meeting: pass resolution increasing authorised capital and altering MOA Clause V

    Where: Internal. Due: Before any allotment above the old limit

  3. If articles also altered (special resolution): file MGT-14

    Where: https://www.mca.gov.in. Due: Within 30 days of the resolution

  4. Compute ROC fee difference and stamp duty

    Fee(new capital) minus Fee(old capital) on the Table of Fees scale; stamp duty as computed by the portal for the state

    Where: https://www.mca.gov.in. Due: Before filing

  5. File SH-7 with resolution, altered MOA (and AOA if changed)

    If late: 2.5% a month for first 6 months, then 3% a month, on the fee

    Where: https://www.mca.gov.in. Due: Within 30 days of the resolution

  6. Update statutory records and minutes

    Where: Internal. Due: On approval

DeliverablesWhat you get · 3 items
  1. SH-7 SRN and challan (fee and stamp duty)

    When: Same day as filing

  2. Approval and updated authorised capital in master data

    When: Within about 30 days

  3. Altered MOA copy and resolution

    When: With filing

Questions people ask

  • Do we need MGT-14 for increasing authorised capital?

    Not if it is done by ordinary resolution. Only a special resolution (for example to change the articles) needs MGT-14.

  • How is the ROC fee worked out?

    It is the registration fee on the new capital minus the fee on the old capital, at current rates.

  • Will increasing capital in MGT-7 update MCA records?

    No. Authorised capital in master data updates only through SH-7 or INC-28.

  • What if SH-7 is filed late?

    Additional fee of 2.5% a month for 6 months and 3% a month after that, plus possible Sec 64 penalty of ₹500 a day.

  • Is stamp duty payable on SH-7 after the Supreme Court NOCIL ruling?

    The April 2024 ruling said the articles, not the ROC notice, are the chargeable instrument under the Bombay Stamp Act. The portal still computes state duty, so check the live amount.

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