Increase Authorized Capital of Your Company - Fast & Legal
ROC Filing · Form SH-7 · MOA Amendment · CA/CS Assisted · 100% Online · Done in 3–7
+ Govt. Fees
UNDERSTANDING THE BASICS
What is Authorized Capital?
FY 2025–26 Update: As per MCA circulars and Companies (Amendment) Rules, 2024, the online SH-7 filing is now mandatory via V3 MCA portal. Physical submission is no longer accepted. SSATAX is fully equipped to handle new-portal filings.
Authorized Capital
The maximum capital a company is permitted to raise through share issuance as stated in its Memorandum of Association (MOA). It sets the upper legal limit.
Paid-Up Capital
The actual amount shareholders have paid against shares allotted so far. It can never exceed Authorized Capital at any point.
Why Increase?
When your paid-up capital is close to the authorized limit, you must increase authorized capital before issuing new shares or raising fresh investment.
Legal Basis
Governed by Section 61 of the Companies Act, 2013 and Companies (Share Capital and Debentures) Rules, 2014.
KEY DIFFERENCE
Authorized Capital vs Paid-Up Capital
| Parameter | Authorized Capital | Paid-Up Capital |
|---|---|---|
| Definition | Maximum permissible capital in MOA | Capital actually received from shareholders |
| Legal Reference | Section 2(8) Companies Act, 2013 | Section 2(64) Companies Act, 2013 |
| Can it change? | Yes, with EGM + ROC filing (Form SH-7) | Yes, only within Authorized limit |
| Govt. Fee Applicable? | ✔ Yes at time of increase | No separate fee |
| Minimum Amount | ₹1 lakh (Pvt Ltd) / ₹5 lakh (Public Ltd) | No minimum (can be ₹0 initially) |
| Shown in MOA? | ✔ Yes Capital Clause | Shown in Balance Sheet |
| Impact of not increasing? | Cannot issue new shares beyond limit | N/A |
LATEST UPDATES
New Rules & Regulations FY 2025–26
Mandatory V3 Portal Filing for Form SH-7
The Ministry of Corporate Affairs has migrated all RoC filings to the new MCA V3 portal. Form SH-7 (for authorized capital increase) must now be filed exclusively through the V3 system. Old portal submissions are no longer valid. SSATAX is V3-ready and files on your behalf without delays.
Updated Fee Structure for Capital Increase
The government revised the fee slab for authorized capital increase effective from the latest Companies (Fees) Amendment Rules. Fees are now calculated on incremental capital slabs, not total authorized capital. This can result in significant savings for moderate increases. Our team calculates the exact government fee before you pay no surprises.
Stricter 30-Day Filing Deadline
Form SH-7 must be filed within 30 days of passing the Ordinary Resolution at EGM/AGM. Late filing attracts additional ROC penalties. SSATAX ensures zero-delay filing the same day the resolution is passed.
Director DSC Mandatory for SH-7 Submission
As per updated rules, a Class-3 DSC (Digital Signature Certificate) is now mandatory for all SH-7 filings. If your DSC is expired or unavailable, SSATAX assists with DSC renewal alongside the capital increase filing.
OPC Authorized Capital Increase Simplified for 2025
One Person Companies can now increase authorized capital without holding a formal EGM. A written consent from the sole member substitutes the resolution. SSATAX prepares the correct OPC-specific documents ensuring compliance under Section 122.
DPIIT-Recognized Startups Get Priority Processing
Startups registered under Startup India (DPIIT) can benefit from expedited ROC processing. SSATAX leverages your Startup India registration to speed up approvals where applicable.
KNOW WHEN TO ACT
When Do You Need to Increase Authorized Capital?
Investor is Coming In
Before issuing shares to an angel investor, VC, or PE fund, your authorized capital must be sufficient to accommodate the new allotment.
Business Expansion
Planning to expand operations, enter a new market, or launch a new vertical? You need headroom in your authorized capital to raise funds for it.
Adding New Co-Founders/ESOPs
Issuing sweat equity or ESOP shares to employees or new founders requires enough authorized capital in the company's MOA.
Conversion to Public Ltd.
Converting a Private Limited Company to a Public Limited requires a minimum paid-up capital of ₹5 lakhs which in turn needs enough authorized capital.
Bank Loan Compliance
Some bank loans, especially for MSME or startup schemes, require a certain minimum capital structure. Increasing authorized capital can unlock financing options.
Tender/Government Contracts
Many government tenders and large corporate contracts require proof of minimum net worth or capital. Increasing authorized capital signals financial stability.
STEP-BY-STEP
Process for Authorized Capital Increase in India
Board Meeting
Board of Directors passes a resolution to convene an EGM/AGM for shareholder approval of capital increase.
Day 1EGM Notice
Issue notice of Extraordinary General Meeting to all shareholders minimum 21 days before meeting date (or shorter notice with consent).
Day 1–2EGM / AGM
Shareholders pass an Ordinary Resolution to alter the Capital Clause of MOA to reflect the increased authorized capital.
Day 2–4MOA Amendment
Capital Clause of Memorandum of Association is amended to reflect the new authorized capital amount.
Day 4–5Form SH-7 Filing
File Form SH-7 with ROC via MCA V3 portal within 30 days of passing resolution, along with requisite documents and government fees.
Day 5–6ROC Approval
Registrar of Companies updates company's master data. New authorized capital becomes effective. Certificate/acknowledgement received.
Day 6–7DOCUMENTS CHECKLIST
Documents Required
GOVERNMENT FEE STRUCTURE
ROC Fee for Authorized Capital Increase 2025–26
As per Companies (Registration Offices and Fees) Rules, 2014 fees are levied on the incremental capital amount (i.e. the increase, not total authorized capital).
| Incremental Authorized Capital | Government ROC Fee | Notes |
|---|---|---|
| Up to ₹1,00,000 | ₹5,000 | Minimum fee slab |
| ₹1,00,001 – ₹5,00,000 | ₹4,000 per lakh (or part) | |
| ₹5,00,001 – ₹10,00,000 | ₹3,000 per lakh (or part) | |
| ₹10,00,001 – ₹50,00,000 | ₹2,000 per lakh (or part) | |
| ₹50,00,001 – ₹1 Crore | ₹1,000 per lakh (or part) | |
| Above ₹1 Crore | ₹750 per lakh (or part) | Subject to maximums |
Why Choose Us
Why SSATAX is India's Most Trusted Compliance Partner
Same-Day Filing
Documents received and verified by 3 PM are filed on the MCA V3 portal the same day no waiting, no delays.
Dedicated CA + CS Team
Every case is handled by a qualified Chartered Accountant and Company Secretary not freelancers or interns.
Free Lifetime Consultation
Post-service support doesn't stop. Have a compliance question next year? Call us it's on us, always.
100% Transparent Pricing
We show you the complete cost professional fee + government fee before you pay. Zero hidden charges, ever.
100% Online Jaipur to J&K
No need to visit our office. We serve clients across all 28 states and 8 UTs. Share documents via WhatsApp, email, or our portal.
Best Mobile App Experience
Track your filing status, upload documents, and communicate with our team all from the SSATAX mobile app.
COMMON QUESTIONS