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Increase in Authorized Share Capital

Get an Increase in Authorized Share Capital for your company with S.K. & Associates. Online process, save 30% cost — complete ROC filing and documentation handled end-to-end.

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ROC registration fees included
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Increase in Authorized Share Capital
Overview

Change in Authorized Capital of Company

The authorized share capital is the maximum amount of share capital that a company can raise through the issue of shares to its shareholders. It's mentioned in the Memorandum of Association (MOA) of the company, and the company can raise capital only up to this sum.

But a company may, throughout its course of business operation, need extra capital for its growth, meet working capital requirements, or fund expansion plans. A Change in Authorized Capital of the company is required for the provision of new shares and inducing more capital into the company.

This method is difficult and time-consuming because it requires permissions of the Registrar of Companies (ROC) and different filing requirements. S.K. & Associates will help you with a change in Authorized Capital of the company — end-to-end.

Definition

What is Authorized Share Capital?

Authorized Share Capital (also called Registered Capital or Nominal Capital) is the maximum amount of share capital that a company is legally authorized to issue to its shareholders. It's stated in the Capital Clause of the Memorandum of Association (MOA).

A company cannot issue shares beyond its authorized share capital. Any increase requires:

  • Approval by the Board of Directors
  • Approval by shareholders in a general meeting
  • Filing of the prescribed forms with the ROC
  • Payment of stamp duty and ROC filing fees

Once approved, the new authorized capital limit allows the company to issue additional shares to raise funds, admit new investors, or allot shares to employees under ESOP.

Step-by-Step

Procedure for Changing Authorized Share Capital

Five steps — from form to final documentation.

01
Step 1: Complete Our Simple Form

You are required to fill in the details in our simple questionnaire and submit documents — including MOA, AOA, and current share capital details.

02
Step 2: Provide Information

You have to provide the required information and documents for further processing — including board resolution, shareholder details, and proposed new capital.

03
Step 3: Documentation

We create all the necessary documents — Board Resolution, EGM Notice, Special Resolution, and the amended MOA — and prepare them for filing.

04
Step 4: Change in Authorized Capital of Company

Your authorized share capital is increased by filing the prescribed forms with the ROC — including Form SH-7 and the amended MOA.

05
Step 5: Your Work is Now Completed

Once your share capital increase is complete, we send you all the documents and DSCs. The updated MOA reflects the new capital structure.

Why Increase

Why Do Companies Increase Authorized Share Capital?

Common scenarios that trigger an increase in authorized capital.

Issue New Shares

To raise additional capital by issuing new shares to existing shareholders or new investors.

Admit New Investors

When bringing in angel investors, VCs, or private equity, the authorized capital must cover the new issuance.

Fund Business Expansion

To fund growth, expansion plans, acquisitions, or new business lines that require fresh capital.

Meet Working Capital Needs

Day-to-day operations often need more capital than originally authorized.

Employee Stock Options (ESOP)

To allot shares to employees under an ESOP plan, the authorized capital must be increased first.

Comply with Statutory Requirements

Certain sectors or funding rounds mandate a minimum authorized capital — which may require an increase.

What's Included

What is Included in Our Package

Everything you need to complete the change in authorized capital.

Share Capital Application Preparation

Complete preparation of the application for increase in authorized share capital — including Board Resolution, EGM Notice, and Special Resolution.

Share Capital Application Filing

Filing of Form SH-7 and the amended MOA with the Registrar of Companies (ROC) on your behalf.

ROC Registration Fees

ROC registration fees and stamp duty for the authorized capital increase are included in our package.

Documents

Documents Required for Increase in Authorized Capital

Complete Document Checklist
  • Memorandum of Association (MOA) — current, with existing capital clause
  • Articles of Association (AOA)
  • Certificate of Incorporation
  • Board Resolution approving the increase
  • EGM Notice and Special Resolution passed by shareholders
  • List of shareholders and shareholding pattern
  • Latest audited financial statements
  • DSC of all directors
  • PAN and identity proofs of directors
  • Registered office address proof
Important

What Happens If You Don't Increase Authorized Capital

Issuing shares beyond authorized capital is a serious compliance breach.

Shares Issued Beyond Limit are Void

Any shares issued beyond the authorized capital are legally invalid — creating complications with investors, shareholding, and cap table.

Penalty Under Companies Act

The company and officers in default can be penalized for violating the Capital Clause of the MOA.

Funding Round Blocked

Investors cannot be allotted shares if the authorized capital does not cover the issuance — delaying or killing the round.

Difficulty with Future Corporate Actions

Bonus issues, splits, and rights issues all depend on available authorized capital headroom.

Pitfalls

Common Mistakes with Authorized Capital Increase

Issuing shares before increasing authorized capital: Shares issued beyond the authorized limit are void. The increase must happen first, then the allotment.
Missing the ROC filing deadline: Form SH-7 must be filed with the ROC within 30 days of the resolution. Delays attract penalties and late fees.
Incorrect Special Resolution drafting: The resolution must clearly state the new authorized capital and the reclassification of shares if applicable.
Forgetting to update the MOA: Only increasing the capital without amending the Capital Clause of the MOA leaves the records inconsistent.
Not paying correct stamp duty: Stamp duty on the increased capital varies by state. Underpayment leads to re-filing and delays.
Skipping the EGM: Shareholder approval via Extraordinary General Meeting is mandatory. Board approval alone is not sufficient.

Call Us For a Quote

We can serve our clients more efficiently thanks to cutting-edge practice technology. Connect with us to discuss your authorized share capital increase.

Application Preparation ROC Filing Government Fees Included
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Why Us

Why Choose S.K. & Associates for Authorized Capital Increase

Complete ROC filing, documentation, and follow-up — with fees included.

Complete Documentation

Board Resolution, EGM Notice, Special Resolution, and amended MOA — all prepared by our corporate lawyers.

Accurate ROC Filing

Form SH-7 and the amended MOA filed with the ROC within the 30-day statutory window.

Government Fees Included

ROC registration fees and stamp duty are included — no surprise charges later.

Fast Turnaround

Most authorized capital increases are completed within 7-15 working days, subject to ROC processing.

End-to-End Support

From questionnaire to acknowledgment — you get complete support throughout the process.

30+ Offices, 10+ Years

Backed by 30+ offices across India, 10+ years of experience, and a money-back guarantee.

Increase Your Authorized Share Capital with Confidence

Connect with S.K. & Associates today and complete your authorized capital increase — with ROC filing, government fees, and documentation included.

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Conclusion

Don't Let Authorized Capital Limit Your Growth

Authorized share capital is the ceiling on how much your company can raise through share issuance. When you're ready to admit new investors, fund expansion, or allot ESOP shares, that ceiling must first be raised — or your issuance will be void.

The increase requires careful documentation: Board Resolution, EGM approval, Special Resolution, amended MOA, and Form SH-7 filed with the ROC within 30 days. Missing any step delays the entire process and can create compliance issues. With S.K. & Associates, the entire process is handled by corporate lawyers — from documentation to ROC filing, with government fees included. Connect with us today and get it done right.

FAQ

Frequently Asked Questions

The authorized share capital is the maximum amount of share capital that a company can raise through the issue of shares to its shareholders. It is mentioned in the Memorandum of Association (MOA) of the company, and the company can raise capital only up to this sum.

A company may, throughout its course of business operation, need extra capital for its growth, meet working capital requirements, or fund new investments. A Change in Authorized Capital is required for the provision of new shares and inducing more capital into the company.

The process involves: (1) Board of Directors approval via Board Resolution, (2) Shareholder approval via EGM with Special Resolution, (3) Amendment of the MOA Capital Clause, (4) Filing of Form SH-7 with the ROC within 30 days, and (5) Payment of stamp duty and ROC fees.

Form SH-7 is the prescribed ROC form for notifying the Registrar of Companies about an increase in authorized share capital. It must be filed within 30 days of the Special Resolution passed by shareholders.

Key documents include: MOA, AOA, Certificate of Incorporation, Board Resolution, EGM Notice and Special Resolution, list of shareholders, latest audited financial statements, DSC of directors, PAN and identity proofs, and registered office address proof.

The package includes: Share Capital Application Preparation, Share Capital Application Filing with the ROC, and ROC Registration Fees. Our team prepares all documentation (Board Resolution, EGM Notice, Special Resolution, amended MOA) and files Form SH-7 on your behalf.

Most authorized capital increases are completed within 7-15 working days, subject to ROC processing timelines and completeness of documentation.

Any shares issued beyond the authorized capital are legally void. This creates complications with investors, shareholding, and the cap table — and can attract penalties under the Companies Act.

Yes, a company can increase its authorized share capital as many times as needed — each increase requires Board approval, shareholder approval, and ROC filing.

The Capital Clause of the MOA is amended to reflect the new authorized share capital. The amended MOA is filed with the ROC along with Form SH-7.