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Raising a funding round
New investor shares would push you past your current authorised limit.
Company / ROC
Increase authorised share capital
Raising a new funding round or issuing more shares? We handle your authorised share capital increase end to end: approvals, MOA alteration and SH-7 filing.
SH-7 within 30 days of the resolution
Starts from
₹3,999
Overview
What is authorized share capital?
Authorised share capital is the maximum value of shares a company is permitted to issue, as set out in its MOA. It is different from paid-up capital, which is the actual amount issued to shareholders and can never exceed the authorised limit.
The Companies Act, 2013 calls it authorised or nominal capital: the maximum amount of share capital the memorandum allows (section 2(8)).
If a funding round, ESOP pool or bonus issue needs more shares than your current authorised limit allows, you must first increase the authorised capital itself.
Why increase it
When do you need to increase share capital?
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Setting up an ESOP pool
You need headroom to reserve shares for an employee stock option plan.
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Bonus share issue
Issuing bonus shares to existing shareholders that exceeds your current limit.
Documents required
Documents required
- ✓Existing MOAYour company's current capital clause.
- ✓Proposed new capital amountThe revised authorised share capital figure.
- ✓Board & shareholder resolutionsOrdinary resolution approving the increase.
- ✓DSC of a directorTo sign the MCA forms.
Step ABoard Approval
The board approves the proposal to increase authorised capital and calls a general meeting.
Step BShareholder Approval
Shareholders pass an ordinary resolution approving the new capital limit. If your articles do not allow the increase, they are changed first by special resolution, which is filed in MGT-14.
StepMOA Alteration
We amend the capital clause of your MOA to reflect the new authorised share capital limit.
FilingSH-7 FilingWithin 30 days of resolution
SH-7 notifies the ROC of the increase in authorised share capital and the amended MOA.
How it works
Authorized capital increase process
01
Confirm the new limit
You + CSWe confirm the capital amount needed for your round or plan.
02
Approvals
You + CSWe prepare notices and pass the ordinary resolution.
03
File SH-7
DoneWe file with the ROC and confirm the updated authorised capital.
Timeline
Timeline
Step
Owner
Confirm the new limit
You + FilingSetu
Board meeting and general meeting
Board & shareholders
File SH-7 within 30 days of the resolution
FilingSetu
Pricing
Service fees
One transparent professional fee, confirmed in writing before we begin.
- Covers resolutions, MOA alteration and SH-7 filing.
- Government fee is calculated on the increase amount.
- Government fee has two parts: the ROC fee on the increase and state stamp duty. Both are paid on the MCA portal with Form SH-7. See how the fee is worked out.
Why us
Why choose FilingSetu?
A person who knows your file, from start to finish.
One fixed fee, in writing
Government charges pass through at actuals, never marked up.
A named manager
One point of contact who knows your file end to end.
Handled end to end
From resolutions to the final ROC acknowledgement, we manage every step.
FAQ
Authorized Share Capital Increase, answered.
Is authorised capital the same as paid-up capital?
No. Authorised capital is the maximum limit. Paid-up capital is what is actually issued, and it can never exceed the authorised limit.
Do I need shareholder approval?
Yes, an ordinary resolution is required, along with a corresponding board resolution.
How is the government fee calculated?
The ROC fee is the fee on the new authorised capital minus the fee on the old one, under the Companies (Registration Offices and Fees) Rules, 2014. Stamp duty depends on your state. We tell you both before you pay.
Is stamp duty payable on an increase in authorised capital?
Yes. It is a state levy based on your state and the amount of the increase, and it is paid with Form SH-7.
Is MGT-14 needed for an increase in authorised capital?
Our reading: not when the increase is passed by ordinary resolution under articles that allow it. If the articles must be changed first, that special resolution is filed in MGT-14.
What is the time limit for filing SH-7?
30 days from the date of the members' resolution.
What if SH-7 is filed late?
An additional fee on the ROC fee applies (2.5% per month for up to 6 months, then 3% per month), and section 64(2) has a penalty of ₹500 a day.
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Reviewed by Ankit Jain, Chartered Accountant
Last reviewed: 10 October 2026
FilingSetu is the brand of ANR Consultancy, a partnership firm.
GSTIN: 07ACOFA0324K1ZG
This page explains the law as it stands on the review date. It is not advice on your specific case.
Need more headroom for shares?
Talk to a CS about increasing your authorised capital. We'll confirm the process and give you a fixed quote. Free, no obligation.
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