Increase in Authorised Capital

Increase in authorised capital is required before issuing shares beyond the existing authorised limit. Process: (a) Board resolution recommending increase, (b) Ordinary resolution at EGM/AGM, (c) File SH-7 with RoC within 30 days of passing resolution, (d) Pay additional stamp duty and RoC fees (based on incremental capital amount). Virtual Auditor handles the complete process from resolution drafting through SH-7 filing. Quick Answer: Increase in Authorised Capital — Increase in Authorised Capital by CA/CS firm. Companies Act compliance. Expert filing and advisory. Virtual Auditor.

Increase in Authorised Capital is a service offered by Virtual Auditor, an AI-powered CA and IBBI Registered Valuer firm (IBBI/RV/03/2019/12333) led by CA V. Viswanathan (FCA, ACS, CFE, IBBI RV), specialising in statutory compliance and corporate restructuring, from offices in Chennai, Bangalore, and Mumbai since 2012.

Source: Companies Act 2013, Companies (Management and Administration) Rules 2014 Official References: MCA Filing ↗ · Companies Act ↗

Regulatory Framework

Regulatory basis: Companies Act, 2013 — Sections 92 (Annual Return), 137 (Financial Statements), 139 (Auditor), 149 (Directors), 173 (Board Meetings).

Authorised vs Paid-up vs Subscribed Capital

Type | Definition | ROC Filing |

Authorised | Maximum shares company can issue | SH-7 to increase |

Subscribed | Shares agreed to be taken by subscribers | Part of MOA |

Paid-up | Money actually received | PAS-3 (allotment) |

People Also Ask

What happens if ROC annual filing is late?

Penalty of ₹100/day per form (AOC-4 and MGT-7 separately) with no maximum cap. Persistent non-filing can lead to company strike-off and director disqualification under Section 164(2).

Is statutory audit mandatory for all companies?

Yes for all companies registered under the Companies Act, 2013. For LLPs: only if turnover exceeds ₹40 lakhs or contribution exceeds ₹25 lakhs.

⚡ How Virtual Auditor Delivers This Differently

Our compliance management platform tracks every statutory deadline across all your entities — board meetings, AGM, ROC filings, tax returns, GST returns, TDS deposits. Automated reminders sent 30, 15, and 7 days before each deadline. No penalty surprises.

Need Help With This?

Free 30-minute consultation with CA V. Viswanathan, FCA, ACS, CFE, IBBI RV. No obligation.

Step-by-Step Process

• 1

Step 1

Draft ordinary resolution for capital increase

• 2

Step 2

Hold general meeting and pass resolution

• 3

Step 3

Calculate stamp duty and RoC fees

• 4

Step 4

File SH-7 with RoC within 30 days

• 5

Step 5

Receive updated MOA from RoC

Latest Regulatory Updates (FY 2025-26)

This page has been updated to reflect changes introduced in Budget 2025, recent notifications from CBDT, CBIC, MCA, SEBI, and RBI, and evolving compliance requirements for FY 2025-26. Virtual Auditor continuously monitors regulatory developments to ensure all advice and filings are current and compliant with the latest provisions.

Recent Engagement — How We Helped

Context: a growing e-commerce startup that needed to transition from a sole proprietorship to a private limited company to raise angel funding.

Challenge: The business had existing GST registration, bank accounts, vendor contracts, and marketplace seller accounts all under the proprietorship. A smooth transition was needed without disrupting operations or losing marketplace seller ratings.

Our approach: We structured the transition as a business transfer under a slump sale arrangement, incorporated the new Pvt Ltd company, obtained fresh GST registration, and coordinated the transfer of all marketplace accounts. We handled FSSAI license transfer, updated all vendor agreements, and ensured GST continuity through proper input credit transfer under Section 18(1)(d).

Outcome: The entire transition was completed in 18 working days with zero disruption to daily operations. The angel round of Rs 75 lakhs closed within 6 weeks of incorporation. The company is now using our ongoing compliance service for annual filings, GST returns, and statutory audit.

This engagement illustrates Virtual Auditor's approach to increase in authorised capital — combining regulatory expertise with practical execution to deliver results within the client's timeline.

When Is Increase in Authorised Capital Not Required?

This service may not be required when: (a) the business structure or activity does not fall within the scope of the applicable regulation, (b) the entity already has equivalent compliance in place through a different mechanism, (c) the threshold for mandatory compliance has not been crossed, or (d) a specific exemption or exclusion applies to the entity's category.

If you are unsure whether your situation requires increase in authorised capital, contact us for a free preliminary assessment. We will advise you honestly — including telling you if you do not need our services.

Documents Required

The following documents are needed to initiate the increase in authorised capital process:

PAN card of the entity/individual, Aadhaar of the authorised person, proof of business address (rent agreement + utility bill), bank account details or cancelled cheque, Certificate of Incorporation or Business Registration proof, and any specific licences or approvals relevant to the engagement.

We provide a personalised document checklist after the initial consultation, tailored to your specific entity type and situation. Documents can be shared securely via email or our client portal.

What You Receive

Upon completion of the increase in authorised capital engagement, you will receive: Engagement completion report, all filed forms/returns with acknowledgment receipts, compliance status summary, advisory note on observations and recommendations, and a forward-looking compliance calendar with upcoming due dates.

All deliverables are reviewed by CA V. Viswanathan (FCA, ACS, CFE, IBBI RV) before release to ensure accuracy and regulatory compliance.