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.

What is Increase?

Regulatory Framework

Regulatory basis: Companies Act, 2013 — Section 61(1)(a) (increase of authorised capital by ordinary resolution, where the articles permit), Section 14 (alteration of articles by special resolution, if they do not), Section 64 (notice to the Registrar in Form SH-7 within 30 days), plus MCA fees and state stamp duty on the increased capital.

Authorised vs Paid-up vs Subscribed Capital

Step-by-Step Process

Step 1

Draft ordinary resolution for capital increase

Step 2

Hold general meeting and pass resolution

Step 3

Calculate stamp duty and RoC fees

Step 4

File SH-7 with RoC within 30 days

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.

When Is Increase in Authorised Capital Not Required?

Authorised capital increase may not be required when: (a) sufficient authorised capital already exists for the proposed allotment, (b) the share allotment can be restructured (e.g., higher premium with fewer shares) to stay within existing authorised capital, (c) the company is converting to a different structure, or (d) the proposed new investor is acquiring existing shares through transfer rather than fresh allotment.

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:

Certificate of Incorporation and current MOA/AOA (to confirm the capital clause and whether the articles authorise an increase), board resolution calling the general meeting, notice of the EGM with explanatory statement, the ordinary resolution under Section 61(1)(a) (or a special resolution under Section 14 if the articles must first be altered), the altered capital clause of the MOA, latest audited balance sheet, and the DSC of a director for Form SH-7 (and MGT-14 where a special resolution is passed). Stamp duty on the increased capital varies by state.

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.

What has changed in the law — reviewed October 2026

• Income-tax Act, 2025: assented to on 21 August 2025 and in force from 1 April 2026, it replaces the Income-tax Act, 1961 for tax year 2026-27 onward, and the Income-tax Rules, 2026 (notified 20 March 2026) replace the 1962 Rules. Section and rule numbers on this page are those of the 1961 Act and 1962 Rules, which continue to govern assessments, appeals and pending proceedings for assessment years up to 2026-27; for tax year 2026-27 onward the corresponding provisions of the 2025 Act apply, and our engagement letters quote both.