ROC & Secretarial
    Services

    Capital & Shares.

    This practice covers every change to your share capital: raising the authorised limit, issuing shares, recording transfers, capitalising reserves through bonus issues and returning funds through buy-backs. Each step combines company law approvals, valuation and FEMA checks with an MCA filing, and private companies that are not small companies must also follow the demat requirement in rule 9B.

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    When you need it

    Signs it's time to talk to us.

    • You are raising funds or bringing in a new investor
    • Your planned share issue would exceed authorised capital
    • A shareholder is selling or gifting shares
    • You want to capitalise reserves or return surplus cash to shareholders
    • Your company has ceased to be a small company and must move its shares to demat
    Who we do this for
    Startups and private companies raising equity from founders, angels or fundsClosely held companies restructuring shareholding among family members or partnersCompanies with foreign shareholdersCompanies with surplus reserves considering a bonus issue or buy-back
    How it works

    How Capital & Shares works with us.

    1. 1

      Capital review

      We review your memorandum, articles, cap table, demat status and any shareholders' agreement.

    2. 2

      Structuring and valuation

      We choose the route that fits your objective and arrange a registered valuer's report where pricing must be supported.

    3. 3

      Resolutions and notices

      We prepare board and shareholder resolutions, notices, offer letters and explanatory statements.

    4. 4

      MCA and FEMA filings

      We file SH-7, PAS-3, MGT-14, SH-8, SH-9 and SH-11 as they apply, and coordinate FEMA reporting.

    5. 5

      Registers and cap table

      We update the register of members, share certificates or demat credits, and your cap table.

    Choose a service

    Capital & Shares services.

    Open any service to see exactly how it works: the steps, what we need from you, what you receive and how long it typically takes.

    1. Increase in Authorized Capital

      Authorised capital is the ceiling on the shares your company can issue, set in the capital clause of its memorandum.

      How it works

    2. Allotment of Shares

      Issuing new shares, through a rights issue, private placement or preferential allotment, follows a set route: the right approvals, a registered valuer's report where pricing must be supported, money received through banking channels, and Form PAS-3 filed with the Registrar after allotment.

      How it works

    3. Share Transfer

      A transfer of physical shares is executed on Form SH-4, the securities transfer form, which is stamped, signed by both parties and lodged with the company; it is not filed with the Registrar.

      How it works

    4. Issue of Bonus Shares

      A bonus issue converts free reserves, securities premium or capital redemption reserve into fully paid shares for existing shareholders, with no fresh money.

      How it works

    5. Buy-back of Shares

      A buy-back lets a company return surplus funds by purchasing its own shares out of free reserves, securities premium or the proceeds of a different issue.

      How it works
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