Company law and ROC compliance

Procedure to Increase Authorised Share Capital of a Company in India

A company that plans to issue shares beyond its existing authorised share capital must first increase the ceiling stated in its Memorandum of Association (MOA). The process ordinarily involves a board meeting, shareholder approval, amendment of the capital clause and filing Form SH-7 with the Registrar of Companies (ROC).

Updated: 9 October 2026 | Applicable framework: Companies Act, 2013

Important update: The Companies Act, 1956 references and old ROC Forms 5 and 23 used in earlier procedures are not the current general filing route. The principal provisions are Sections 13, 14, 61 and 64 of the Companies Act, 2013, and the relevant forms are SH-7 and, where applicable, MGT-14.

What is authorised share capital?

Authorised share capital (also called nominal capital) is the maximum share capital that a company is authorised by its memorandum to issue. Section 2(8) of the Companies Act, 2013 defines authorised capital or nominal capital in these terms. It is different from issued capital, which is the capital offered for subscription, and paid-up capital, which represents amounts credited as paid on issued shares. An increase in authorised capital does not itself allot shares or raise funds.

Applicable legal provisions

Provision	Requirement or meaning
Section 2(8)	Defines authorised or nominal capital.
Section 61(1)(a)	A limited company having share capital may increase its authorised share capital in general meeting if its articles authorise the alteration.
Section 64(1)	Requires notice of an alteration covered by Section 61 to be filed with the ROC within 30 days, together with the altered memorandum.
Section 14	Governs alteration of the Articles of Association (AOA), generally requiring a special resolution.
Sections 101 and 102	Govern general-meeting notice and explanatory statements for special business.
Section 117	Governs filing of specified resolutions and agreements; a special resolution to alter articles generally requires Form MGT-14 within 30 days.
Rule 15, Companies (Share Capital and Debentures) Rules, 2014	Prescribes Form SH-7 for the relevant notice to the ROC.

Step-by-step procedure to increase authorised capital

1. Review the MOA and AOA

Check the existing authorised capital and share structure in the MOA. Verify whether the AOA permits an increase under Section 61. If it does not, arrange an appropriate alteration of the articles under Section 14 before or alongside the capital increase, following the applicable approval and filing requirements.

2. Convene a board meeting

Include the proposed increase and reasons for it in the board-meeting agenda. The board should consider the revised capital structure, approve a proposal to shareholders, approve the draft notice and explanatory statement, and authorise a director or company secretary to complete the ROC filings. Observe applicable board-meeting notice and procedural requirements under Section 173 and Secretarial Standard-1.

3. Obtain shareholder approval at an AGM or EGM

Where the articles already authorise the increase, shareholders ordinarily approve the increase under Section 61 by an ordinary resolution at a general meeting. If the articles must be amended, a special resolution under Section 14 is also required. The notice of an extraordinary general meeting should state the business clearly and include the explanatory statement required by Section 102.

Under Section 101, a general meeting ordinarily requires at least 21 clear days' notice, subject to the statutory conditions for shorter notice. Quorum and voting requirements must also be met.

4. Amend the capital clause of the MOA

Revise the capital clause to show the new authorised amount and the number, class and nominal value of shares. If the AOA is altered, prepare the amended articles as well. Ensure that the amounts and share counts agree with the resolutions and ROC form.

5. File Form SH-7 with the ROC

File Form SH-7 within 30 days of the alteration, with the amended MOA and the attachments required by the applicable MCA webform and instruction kit. Pay the statutory fee and applicable stamp duty. Form SH-7 replaces the old Form 5 for this purpose. Filing is carried out through the Ministry of Corporate Affairs (MCA) portal.

6. File Form MGT-14 where required

If the AOA is altered by special resolution, file Form MGT-14 within 30 days under Section 117, together with the relevant resolution, notice, explanatory statement and amended articles as applicable. An ordinary resolution solely under Section 61 is not, merely by being an ordinary resolution, automatically subject to MGT-14 filing; check whether any separate filing trigger applies.

7. Update statutory records

Retain the approved resolutions, meeting minutes, revised MOA and AOA, MCA acknowledgements and fee challans. Verify the updated authorised capital in the MCA master data. A later issue or allotment of shares has its own separate approvals and filings.

Documents required for ROC filing

Certified copy of the shareholders' resolution approving the increase.
Altered MOA showing the revised capital clause.
Altered AOA, if the articles were amended.
Notice of the AGM or EGM and explanatory statement, where applicable.
Board resolution authorising the relevant signatory and filing.
Applicable supporting documents and details requested by Form SH-7 or MGT-14, including the relevant SRN where required.
Valid digital signature of the authorised signatory and professional certification, if required by the MCA webform.

The exact attachment list can depend on the nature of the alteration and the MCA form version. Follow the official SH-7 instruction kit.

Illustrative shareholder resolution to increase authorised capital

Ordinary resolution under Section 61(1)(a) of the Companies Act, 2013

"RESOLVED THAT pursuant to Section 61(1)(a), Section 64 and other applicable provisions of the Companies Act, 2013, read with the Articles of Association of the Company, the authorised share capital of the Company be and is hereby increased from Rs. [existing amount], divided into [existing number] equity shares of Rs. [face value] each, to Rs. [revised amount], divided into [revised number] equity shares of Rs. [face value] each.

RESOLVED FURTHER THAT the existing capital clause of the Memorandum of Association of the Company be substituted with the following:

'The authorised share capital of the Company is Rs. [revised amount] divided into [revised number] equity shares of Rs. [face value] each.'

RESOLVED FURTHER THAT any director or the company secretary of the Company be and is hereby authorised to sign, submit and file the necessary forms, documents and returns with the Registrar of Companies and to do all acts necessary to give effect to this resolution."

This is an illustrative format only. Adapt the wording for preference shares, multiple classes, existing AOA restrictions and the company's specific circumstances.

Illustrative special resolution to alter the AOA

"RESOLVED THAT pursuant to Section 14 and other applicable provisions of the Companies Act, 2013, the Articles of Association of the Company be and are hereby altered by substituting Article [number] with an article empowering the Company, subject to the Act, to increase, consolidate, subdivide or otherwise alter its share capital by resolution in general meeting as permitted by law.

RESOLVED FURTHER THAT [name/designation] be authorised to complete all necessary filings and formalities with the Registrar of Companies."

Where the AOA needs alteration, use a properly drafted special resolution and file MGT-14 as applicable. An AOA clause stating a fixed amount of authorised capital should be reviewed for consistency with the amended MOA.

ROC filing fees, stamp duty and delays

The SH-7 fee for an increase generally depends on the difference between the prescribed registration fee for the revised authorised capital and the fee for the existing authorised capital, subject to applicable rules and company classification. State-wise stamp duty may also apply. The fee should be calculated using the current MCA portal and the official fee tables in the SH-7 instruction kit.

Late filing may attract additional fees and statutory consequences under Section 64(2). Do not rely on a fixed fee quoted in an older article, because the amount depends on the company, capital and timing.

Frequently asked questions

Is a board resolution alone sufficient to increase authorised capital?

No. Board approval generally initiates the process; shareholder approval in general meeting is required under Section 61, subject to the articles.

Is a special resolution always required?

No. An ordinary resolution is generally sufficient for a Section 61 increase where the AOA already permits it. A special resolution is required to alter the AOA under Section 14.

Which ROC form replaces Form 5?

Form SH-7 is the current form for notice of an alteration of share capital under Section 64 and Rule 15.

Does increasing authorised capital increase paid-up capital?

No. It increases the permitted ceiling. Actual issue and allotment of shares require separate compliance.

Official legal and filing resources

This article is general information. Verify current MCA requirements, state stamp duty and company-specific circumstances before filing.