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Increase in authorised capital, SH-7

  • Before issuing more shares than your authorised capital allows, shareholders must approve a higher limit and the company files SH-7 within 30 days.
  • Deadline: Within 30 days of the shareholders' resolution
  • Done in 3 working days after the general meeting
  • Prepared by your Savvy, checked by a CA
  1. Current and proposed authorised capital
  2. How much capital do you plan to issue in the next 2 to 3 years?
  3. Board meeting
  4. SH-7 SRN and challan
The law and the stepsPay and start · ₹3,499One time, + 18% GST

Answer in brief

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.

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From the official sources

What the law says, and what trips people up

From the official portal's manuals and FAQs, with the source for each point.

The law

  • Companies Act 2013, Sec 61(1)(a)

    A limited company with share capital may increase its authorised capital in general meeting, if its articles allowSource

  • Companies Act 2013, Sec 64(1)

    Notice of the increase, with the altered memorandum, to be filed with the Registrar within 30 daysSource

  • Companies (Share Capital and Debentures) Rules 2014, Rule 15

    The notice is filed in Form SH-7 with the feeSource

  • Companies Act 2013, Sec 64(2)

    Default: ₹500 a day, up to ₹5 lakh for the company and ₹1 lakh for each officer in default (from 21 Dec 2020)Source

  • Companies Act 2013, Sec 117

    Any special resolution (for example to alter the articles) is filed in MGT-14 within 30 daysSource

  • Companies (Registration Offices and Fees) Rules 2014, Rule 10A

    Share capital alterations are examined by the Central Processing Centre, which decides within 30 daysSource

  • Government fee

    ROC fee is the difference between the registration fee on the new authorised capital and on the existing authorised capital, at rates in force on the filing date (source: https://vasai.icai.org/resources/Utilities/Penalty_for_Late_Filing_in_ROC/Penalty_for_Late_Filing_in_ROC.aspx). Registration fee scale used (Table of Fees): up to ₹1 lakh: ₹5,000; ₹1 lakh to ₹5 lakh: ₹400 per ₹10,000 extra; ₹5 lakh to ₹50 lakh: ₹300 per ₹10,000; ₹50 lakh to ₹1 crore: ₹100 per ₹10,000; above ₹1 crore: ₹75 per ₹10,000; overall cap ₹2.5 crore (source: https://www.corplawupdates.in/tools/fee-calculator/companies/sh-7 and https://ca2013.com/wp-content/uploads/2015/06/tableoffee_01042014.pdf). State stamp duty on the increase is collected with SH-7 and varies by state (see verify_on_portal).

  • Late fee or penalty

    Delay in SH-7 for increase in capital: 2.5% per month or part on the fee for up to 6 months; 3% per month beyond 6 months (source: https://vasai.icai.org/resources/Utilities/Penalty_for_Late_Filing_in_ROC/Penalty_for_Late_Filing_in_ROC.aspx). Penalty under Sec 64(2): ₹500 a day, cap ₹5 lakh company and ₹1 lakh officer (source: https://vasai.icai.org/detail/17443.aspx).

On the portal

  1. Login to MCA V3 (https://www.mca.gov.in) with the business user ID of the signing director or professional
  2. Check that the signatory's DSC is registered on V3 against the DIN or PAN or membership number used in the form
  3. Open e-form SH-7 from the company e-filing forms list and enter CIN
  4. Select purpose: increase in authorised capital; enter date and type of resolution, and the MGT-14 SRN if special
  5. Enter revised authorised capital class-wise (number of shares, face value); check existing capital prefilled from master data
  6. Check the fee and stamp duty the form computes
  7. Fill the web form; company data is prefilled from master data, so check it against records before moving on
  8. Upload attachments as PDF (2 MB per file, 10 MB total for most forms)
  9. Affix DSC of the company signatory and, where the form needs it, the certifying professional
  10. Submit, pay the fee shown (normal plus any additional fee) and note the SRN
  11. Track the SRN on the application dashboard; download challan and approval when issued

What trips people up

  • MOA Clause V in the attachment does not match the resolution or class split

    Draft the altered clause from the resolution and match totals and face value exactlySource

  • Existing capital in SH-7 does not match MCA master data

    Correct master data issues first; authorised capital updates only through SH-7 (or INC-28), not MGT-7Source

  • Stamp duty payment shows pending after paying

    Do not pay again; raise a complaint on the SRN with the bank referenceSource

  • Prefill shows wrong company details in SH-7

    Do not submit; raise a records complaintSource

  • Wrong MGT-14 SRN linked

    Link the approved MGT-14 SRN of the same resolutionSource

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.Source

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.Source

Will increasing capital in MGT-7 update MCA records?

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

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.Source

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.Source

IDFD

How we solve it: 4 steps

Every line tracked live.

Step 1 of 4 · What we need from you

Tap each one you already have

Ready0 / 8
  • Current and proposed authorised capital
  • Class split and face value
  • Copy of articles of association
  • Board resolution and meeting notice
  • Shareholders' resolution, certified copy
  • Altered memorandum of association
  • State of registered office
  • MGT-14 SRN if special resolutionOptional

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