To increase the authorised share capital of a company, the shareholders pass a resolution in a general meeting under section 61(1)(a) of the Companies Act, 2013. The company then files Form SH-7 with the Registrar of Companies (ROC) within 30 days of that meeting, paying the ROC fee on the increase and the stamp duty of its State. An ordinary resolution is enough if the articles of association already allow the company to alter its capital. If they do not, the articles have to be altered first by special resolution, and that brings Form MGT-14 into the picture as well.
Authorised capital is the ceiling written in the capital clause of the memorandum of association (MoA): the maximum share capital the company may issue. Shares already issued cannot exceed it, so a company planning a fresh allotment, a rights offer or a bonus issue beyond the present ceiling has to raise it first. The steps, fees and penalties below are as they stood on 24 October 2026.
Which resolution the increase needs
Section 61 of the Companies Act, 2013 lets a limited company having a share capital alter its memorandum in general meeting to increase its authorised share capital. The condition is that its articles authorise it. The section does not ask for a special resolution, so an ordinary resolution (more votes cast in favour than against) does the job. Form SH-7 itself records the resolution as one passed under section 61(1).
This is a carve-out from the general rule. Section 13(1) of the Act requires a special resolution to alter the memorandum, but it opens with the words "save as provided in section 61". So the capital clause can be raised by ordinary resolution, and an increase needs no approval from the Central Government or the Tribunal.
A board resolution alone is never enough. The board's role is to approve the proposal and call the general meeting; the decision belongs to the members.
Read the articles before calling the meeting
Open the articles of association and look for a clause allowing the company to increase or alter its share capital. Two situations change the procedure:
- No enabling clause. The articles must first be altered under section 14 of the Act, which needs a special resolution (votes in favour at least three times the votes against). The altered articles go to the Registrar within 15 days.
- The clause asks for a special resolution. Some articles require the increase to be passed as a special resolution even though section 61 does not. Follow the articles.
In either case a special resolution is passed, and every special resolution has to be filed in Form MGT-14 within 30 days under section 117(3)(a) of the Act. Default attracts a penalty of ₹10,000 plus ₹100 a day for the company (up to ₹2,00,000) and up to ₹50,000 for each officer in default. When MGT-14 is due and what to attach is covered in the MGT-14 filing guide under section 117. If both items go in the same notice, list the alteration of articles first, so the authority exists when the capital resolution is put to vote.
A pure ordinary resolution under section 61 is not a special resolution, so it does not by itself need MGT-14. Only SH-7 is filed.
From board meeting to filed SH-7, in order
- Board meeting. Approve the proposed increase (old and new figures, number and class of shares, face value), the draft altered capital clause, any change to the articles, and a notice convening a general meeting. Authorise a director or the company secretary to sign and file the forms.
- Notice to members. Under section 101 of the Act a general meeting needs at least 21 clear days' notice, in writing or electronically. A shorter notice is valid if at least 95% of the members entitled to vote consent in writing or electronically. For a private company, section 101 applies unless its articles provide otherwise, so check the articles here too.
- General meeting. Pass the ordinary resolution under section 61(1)(a) substituting the new capital clause (and the special resolution under section 14, if needed). The date of this meeting starts the 30-day clock for SH-7.
- Altered MoA and AoA. Prepare the altered memorandum with the new capital clause, and the altered articles if they changed. Get the resolution certified as a true copy.
- MGT-14, if a special resolution was passed. File it first. SH-7 asks for the service request number (SRN) of the related MGT-14, and the current kit checks that SRN against the company's CIN and the resolution purpose.
- SH-7 on the MCA portal, within 30 days of the meeting, with the fee and stamp duty worked out below.
Working out the ROC fee on the increase
The filing fee is not a flat amount. Item 3 of the Table of Fees under the Companies (Registration Offices and Fees) Rules, 2014 makes it the difference between the registration fee on the new authorised capital and the fee on the existing authorised capital. Both are computed at the rates in force on the date of filing. The slabs for a company other than an OPC or small company, as set out in the MCA instruction kit for Form SH-7, are:
| Nominal share capital | Fee for the slab |
|---|---|
| Up to ₹1,00,000 | ₹5,000 |
| Above ₹1,00,000 up to ₹5,00,000 | ₹5,000 plus ₹400 for every ₹10,000 or part above ₹1,00,000 |
| Above ₹5,00,000 up to ₹10,00,000 | ₹21,000 plus ₹300 for every ₹10,000 or part above ₹5,00,000 |
| Above ₹10,00,000 up to ₹50,00,000 | ₹36,000 plus ₹300 for every ₹10,000 or part above ₹10,00,000 |
| Above ₹50,00,000 up to ₹1,00,00,000 | ₹1,56,000 plus ₹100 for every ₹10,000 or part above ₹50,00,000 |
| Above ₹1,00,00,000 | ₹2,06,000 plus ₹75 for every ₹10,000 or part above ₹1,00,00,000 |
The fee can never exceed ₹2.5 crore.
Illustration: ₹10 lakh to ₹25 lakh
Take a private company that is not a small company, with authorised capital of ₹10,00,000, which raises it to ₹25,00,000 at an extraordinary general meeting on 1 December 2026.
- Fee on ₹25,00,000: ₹36,000 + (₹15,00,000 ÷ ₹10,000 = 150 units × ₹300 = ₹45,000) = ₹81,000.
- Fee on the existing ₹10,00,000: ₹36,000.
- ROC fee payable on SH-7: ₹81,000 − ₹36,000 = ₹45,000, plus stamp duty.
The kit's own example runs the same way: a company moving from ₹10,00,000 to ₹60,00,000 pays ₹1,66,000 − ₹36,000 = ₹1,30,000.
OPCs and small companies
One Person Companies and small companies have a lower column: a fixed ₹2,000 up to ₹10,00,000, then ₹200 for every ₹10,000 up to ₹50,00,000, ₹100 up to ₹1 crore and ₹75 above that. The kit's worked example treats an OPC raising its capital from ₹10,00,000 to ₹60,00,000 differently from what you might expect: it charges the normal-company fee on ₹60,00,000 (₹1,66,000) less the OPC fee on ₹10,00,000 (₹2,000), giving ₹1,64,000. Before relying on the lower column, confirm the company still meets the small company test under section 2(85) on the filing date, and compare your working with the fee the portal shows.
Stamp duty depends on the State of the registered office
Stamp duty on the increase is collected through the MCA portal along with SH-7, and the form displays the amount automatically from the State of the registered office. Annexure A to the SH-7 kit lists the State rates. A few of them:
| State | Stamp duty on increase in authorised capital (as listed in the kit) |
|---|---|
| Maharashtra | ₹1,000 for every ₹5 lakh of increase, capped at ₹50 lakh |
| Delhi | 0.15% of the increased authorised capital, capped at ₹25 lakh |
| Karnataka | ₹500 for every ₹10 lakh or part, minimum ₹500 |
| Rajasthan | 0.2% of the increase, capped at ₹25 lakh |
| Andhra Pradesh and Telangana | 0.15% of the increase, minimum ₹1,000, maximum ₹5 lakh |
| Haryana, Punjab, Uttar Pradesh, Tamil Nadu, Kerala, West Bengal | Nil |
For the ₹15 lakh increase in the illustration, a Maharashtra company pays 3 × ₹1,000 = ₹3,000 and a Karnataka company pays 2 × ₹500 = ₹1,000 (the second ₹10 lakh is a part block). States revise these rates, so treat the amount the portal computes on the filing date as final.
Filing SH-7 on the MCA portal
Section 64(1) of the Act, read with rule 15 of the Companies (Share Capital and Debentures) Rules, 2014, requires the notice in SH-7 within 30 days of the alteration. For an increase passed by the company itself, the kit takes the date of the members' meeting as the event date. Points that matter when you fill the form:
- Select "increase in share capital independently by company" as the purpose and enter the meeting date and the existing and revised authorised capital, class-wise.
- Answer "Yes" to the question whether the memorandum has been altered; for this purpose the form will not accept "No". Say "Yes" to the articles question only if they were changed.
- Attach the certified true copy of the resolution and the altered memorandum, both mandatory, and the altered articles if altered. The earlier SH-7 instruction kit lists these as the mandatory attachments for an independent increase. Files must be PDF (or JPG), up to 2 MB each and 10 MB in all.
- A director, manager, company secretary, CEO or CFO signs with a digital signature, and a chartered accountant, company secretary or cost accountant in whole-time practice certifies the form.
SH-7 is processed in non-STP mode, which means an ROC officer examines it before approval rather than the system approving it on submission. Watch the portal deadlines after you generate the SRN. If the signed PDF is not uploaded within 15 days, or the payment is not completed within 7 days of upload (or by the due date plus two days, if earlier), the SRN is cancelled and you start again.
Wait for the ROC to approve SH-7 before scheduling an allotment that depends on the new ceiling, so that the return of allotment is not filed against a capital figure the register does not yet show.
What a late SH-7 costs
Missing the 30 days has two separate consequences.
First, an additional fee on filing. The fee table charges 2.5% per month of the normal SH-7 fee for a delay of up to six months, and 3% per month for the delay beyond six months. In the illustration, an SH-7 filed exactly two months late would carry 2 × 2.5% × ₹45,000 = ₹2,250 over the ₹45,000 fee.
Second, a penalty under section 64(2) of the Act: since the Companies (Amendment) Act, 2020, ₹500 for each day the default continues, up to ₹5,00,000 for the company and ₹1,00,000 for each officer in default. Paying the additional fee does not wipe this out. Section 403(2) keeps the company and its officers liable for the penalty provided in the Act even after the fee and additional fee are paid. A late filing is therefore a possible adjudication matter, not just a bigger challan.
Errors that get SH-7 sent back or a penalty notice issued
- Counting 30 days from the board meeting, or from the date the altered MoA was printed, instead of from the members' meeting.
- Passing an ordinary resolution when the articles have no enabling clause, so the increase was never validly authorised.
- Passing a special resolution and filing SH-7 without first filing MGT-14 for it.
- Attaching only the resolution and not the altered memorandum with the new capital clause.
- Computing the fee on the amount of increase alone, instead of the difference between the fees on the new and old capital, and underpaying.
- Applying the small company fee column to a company that no longer qualifies.
After approval: issuing shares within the new ceiling
A higher authorised capital does not put a rupee into the company. It only creates room for shares to be issued later, and each issue has its own procedure and return of allotment. The difference between authorised, issued and paid-up share capital explains how the layers relate. If the room is being created for a capitalisation of reserves, the conditions for a bonus issue under section 63 apply on top of the SH-7 approval. Size the new ceiling with a margin for the next round, because each further increase means another general meeting, another SH-7 and a fresh fee on the difference.
