Increase in Authorized Capital.
Authorised capital is the ceiling on the shares your company can issue, set in the capital clause of its memorandum. Before an allotment or bonus issue that would exceed it, shareholders must approve an increase, and the company must file Form SH-7 with the altered memorandum, paying state stamp duty, within 30 days of the resolution.
Typically 5–8 working days, driven mainly by the general meeting notice period unless members agree to shorter notice. SH-7 approval can take longer if the Registrar raises queries.
A partner — a chartered accountant or company secretary — from the first call to sign-off.
Based on your situation, and fixed in writing before any work starts.
Is this for you?
- Companies planning a fundraise, rights issue or ESOP pool larger than their current authorised capital
- Companies issuing bonus shares that would take issued capital above the limit
- Companies creating a new class of shares, such as preference shares
What you receive at the end.
- 01Board and shareholder resolutions with minutes
- 02Altered memorandum, and articles where needed
- 03Filed SH-7 with stamp duty paid and SRN
- 04Filed MGT-14, where a special resolution was passed
Increase in Authorized Capital, step by step.
Typically 5–8 working days, driven mainly by the general meeting notice period unless members agree to shorter notice. SH-7 approval can take longer if the Registrar raises queries.
- 1
Articles check
We confirm your articles allow an increase in capital; if they do not, they are first altered by special resolution.
- 2
Board meeting
The board approves the proposal and calls a general meeting, on shorter notice where members give the consent the Act requires.
- 3
Shareholder approval
Members pass an ordinary resolution under section 61 altering the capital clause of the memorandum.
- 4
SH-7 filing
We file SH-7 within 30 days with the resolution and altered memorandum, and pay the stamp duty through the MCA portal; MGT-14 follows if a special resolution was passed.
- 5
Records update
We update the memorandum, any capital references in the articles and your capital records, ready for the allotment.
What we need from you.
Don't have everything yet? We send a short checklist after the first call and work with what you have.
- Current memorandum and articles of association
- Proposed new authorised capital and class of shares
- Board resolution and general meeting notice with explanatory statement
- Ordinary resolution of members, and special resolution if the articles change
- Altered memorandum of association
- DSC of a director
The fee depends on your situation. After a short call, the partner who will do the work tells you what's involved and gives you a fixed fee in writing — before any work begins.
- Government fees and statutory charges are billed at actuals.
- When you pay — upfront, in stages or on completion — is agreed in writing with the fee.
Questions about Increase in Authorized Capital.
Ready to discuss Increase in Authorized Capital?
30-minute confidential call — no proposal, no commitment. A partner will write back within one business day.