Increase Authorized Capital of Your Company
Need to issue more shares, onboard investors or expand paid-up capital? CompanyJi helps you check AOA authority, prepare board and shareholder papers, update the MOA capital clause and file SH-7 with ROC cleanly.
Increase Authorized Capital Without ROC Defects.
Share capital changes affect your MOA, ROC master data, stamp duty and future allotment. We prepare the filing in the right sequence so your company can raise or allot shares without avoidable delays.
Before filing SH-7, check these items.
Authorized capital increase is not just a form upload. A clean file starts with your Articles, meeting approvals and updated capital clause.
Start your company today
⬇ Get your free process & quotation
Fill this form — our expert calls back within 15 minutes with the full process document and transparent quotation
Why Companies Increase Authorized Capital.
A company cannot allot shares beyond its authorised capital. Before a rights issue, private placement, investor entry or large allotment, the authorised limit must be sufficient.
New Share Allotment
Increase the ceiling before issuing fresh equity or preference shares.
Investor Entry
Prepare capital room for angel investors, strategic partners or group investment.
Rights Issue Planning
Existing shareholders can subscribe to more shares after capital capacity is increased.
Expansion Funding
Useful when business expansion requires more paid-up equity capital.
Debt Conversion
Helps where loans or advances are proposed to be converted into equity, subject to law.
Clean ROC Records
Proper SH-7 filing updates the company’s authorised capital records with ROC.
Information Needed for Authorized Capital Increase.
Keep the latest charter documents, meeting papers and proposed capital details ready before filing.
Company Details
- CIN and company master data
- Existing authorised capital
- Existing paid-up capital
- Latest MOA and AOA
- Shareholding pattern
Approval Papers
- Board meeting notice
- Board resolution
- EGM notice and explanatory statement
- Ordinary resolution
- Shorter notice consent, if used
Filing Attachments
- Altered MOA capital clause
- Altered AOA, if applicable
- Certified true copy of resolution
- DSC of authorised signatory
- Professional certification details
How CompanyJi Handles the Filing.
We follow the practical sequence used for ROC-ready capital alteration files.
AOA Review
We check whether Articles permit authorised capital increase.
Board Papers
We draft board resolution and EGM notice with capital details.
Shareholder Approval
Members approve the increase and capital clause alteration.
SH-7 Filing
We prepare SH-7 with attachments, fees and stamp duty details.
Post-Filing Check
We verify updated ROC data and advise next allotment steps.
Authorized Capital vs Paid-up Capital vs Share Allotment.
Many companies confuse capital increase with share allotment. These are connected but different filings.
Increase Authorized Capital FAQs
Answers are grouped by topic so founders, CFOs and company teams can quickly understand the ROC process.
Basics
Meaning and use of authorised capital.
It is the maximum amount of share capital a company is authorised to issue under its Memorandum of Association.
It is needed when the company wants to issue shares beyond the existing authorised limit, such as for investment, rights issue or expansion funding.
No. Paid-up capital cannot exceed authorised capital. The authorised limit must be increased first.
Yes. Once the filing is approved/processed, the updated authorised capital should reflect in company master data.
No. It only increases the share issue ceiling. Actual fund raising needs share allotment and other compliances.
Approvals
Board, shareholders and AOA checks.
Yes. The board usually approves the proposal and calls the general meeting for member approval.
Yes. Members usually pass an ordinary resolution if the AOA authorises the increase.
The AOA may need to be amended first by following the applicable special resolution and filing process.
Yes, if the agenda is included properly. Many companies also use an EGM when the change is urgent.
Generally yes for increase under Section 61 if AOA permits. If AOA alteration is needed, special resolution may also be involved.
Forms
ROC filing forms and sequence.
Form SH-7 is the main ROC form for alteration of share capital.
SH-7 is generally filed within 30 days from passing the resolution for alteration of capital.
MGT-14 may be required if a special resolution or AOA alteration is involved. Applicability depends on the facts and company type.
PAS-3 is not for increasing authorised capital. It is used for return of allotment when shares are actually allotted.
Late filing may attract additional fees and can create compliance issues. It is better to file within the prescribed period.
Documents
What to keep ready.
Board resolution, shareholder resolution, EGM notice, altered MOA, AOA if amended, DSC and company details are commonly required.
Yes. The capital clause of MOA must reflect the revised authorised capital.
Only if the AOA needs amendment or does not already permit the capital increase.
It may be useful for meeting papers and records, though exact attachments depend on the filing requirement and professional review.
Yes. ROC forms are digitally signed by an authorised signatory and certified as applicable.
Fees
Government fee and stamp duty.
Yes. ROC filing fee is payable based on authorised capital and applicable MCA rules.
Stamp duty may be payable on the increase and is generally state-specific through the MCA payment workflow.
Yes. Fees and duty generally depend on the existing and proposed authorised capital slab/amount.
Yes. Share existing authorised capital, proposed capital and state of registered office for a practical estimate.
Yes. Professional fees are separate from government fees, additional fees and stamp duty.
Allotment
Connection with share issue.
Shares can be allotted after the authorised limit is sufficient and the separate allotment process is followed.
No. SH-7 only updates authorised capital. Actual share issue requires a separate allotment process.
The company may proceed with rights issue, private placement, preferential allotment or other permitted issue route.
Valuation is not usually required merely for authorised capital increase, but may be needed for certain allotments.
Yes, if the capital structure and MOA/AOA support it and the correct approval and filing process is followed.
Mistakes
Common defects and practical issues.
Filing SH-7 without checking whether the AOA permits capital increase is a common mistake.
Yes. The capital breakup in resolution, MOA and SH-7 must match.
Yes. Investor allotment can be delayed if authorised capital is not increased and reflected correctly.
No. All updated company records should carry the new capital clause after approval.
No. If the allotment would exceed authorised capital, increase should be completed before allotment.
Timeline
Practical turnaround and planning.
If documents and approvals are ready, filing can often be completed quickly. Meeting notice period and ROC processing can affect the timeline.
Shorter notice may be possible with required member consent, depending on the facts and law.
Start before executing the actual share allotment plan so capital limits and approvals are ready.
Yes. Defects in attachments, capital figures or resolutions can lead to resubmission.
Yes. CompanyJi can also help with rights issue, private placement, PAS-3 filing and share certificate documentation.
Increase your company’s capital before issuing more shares.
Send your existing authorised capital, proposed capital and latest MOA/AOA. CompanyJi will guide the correct SH-7 and post-filing route.