# Increase in Authorised Share Capital (SH-7)

> Authorised capital is the ceiling up to which a company can issue shares. To raise it, the company passes an ordinary resolution in a general meeting (as authorised by its articles), alters the capital clause of the MOA and files Form SH-7 with the ROC within 30 days, paying the registration fee and the state's stamp duty on the increase.

Practice: Company Secretary & Corporate Compliance — https://www.industax.com/services/company-secretary/

If an investment round or bonus issue would take paid-up capital above the authorised limit, the authorised capital must be increased first — shares issued beyond it are invalid.

The ROC fee depends on the amount of increase, and stamp duty depends on the state where the registered office is located, so the cost of a large increase is worth estimating before fixing the new limit.

We draft the resolution, the amended MOA and the SH-7, and update the company's records.

## Key facts

| Item | Detail |
| --- | --- |
| Approval | Ordinary resolution in general meeting (Section 61), if articles authorise |
| Filing | Form SH-7 within 30 days |
| Cost | ROC fee on the increase + state stamp duty |
| Documents changed | Capital clause of the MOA |

## Who needs this

- Startups about to raise a round
- Companies planning a bonus or rights issue
- Companies converting loans into equity

## What's included

- Resolution and amended MOA
- SH-7 filing with fee computation
- Register updates

## Documents

- Current MOA and AOA
- Proposed new authorised capital
- Director DSC

## Process

1. **Sizing** — New limit fixed with fee and stamp duty estimate.
2. **Resolution** — Shareholder approval and MOA amendment.
3. **Filing** — SH-7 filed within 30 days.

## FAQs

### Is a special resolution needed to increase authorised capital?

Generally an ordinary resolution is enough under Section 61 if the articles authorise the increase; some articles require a special resolution.

### What is the due date for SH-7?

30 days from the date of the resolution.

### Why does the cost differ between companies?

The ROC fee depends on the amount of increase and stamp duty depends on the state of the registered office.

## Official sources

- Ministry of Corporate Affairs — MCA21 portal: https://www.mca.gov.in/
- Companies Act, 2013 (India Code): https://www.indiacode.nic.in/handle/123456789/2114

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This is general information, not advice for your specific facts.