Is an Ordinary Resolution sufficient to increase authorised capital?

Yes, in most cases an Ordinary Resolution (simple majority) is sufficient under Section 61(1)(a). A Special Resolution is needed only if the company's AOA mandates a higher threshold.

Is Form MGT-14 mandatory for every authorised capital increase?

No. MGT-14 is required only when the AOA is amended via Special Resolution. For a straightforward capital increase where the AOA already permits it, only Form SH-7 is needed.

What is the stamp duty on increase of authorised capital?

Stamp duty on the altered MOA is state-specific. An indicative rate is 0.15% of the increased authorised capital. It is paid electronically via the MCA portal during SH-7 filing.

What happens if Form SH-7 is not filed within 30 days?

Late filing attracts INR 10,000 on the company and every officer in default, plus INR 1,000 per day of continuing default, capped at INR 50,000 per officer.

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Change in Authorised Capital: MCA-Approved Procedure in 2026

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Section 61 Compliance: Statutory process governed by Section 61 of the Companies Act 2013. Ordinary Resolution at EGM is sufficient in most cases.

SH-7 Within 30 Days: Form SH-7 must be filed with ROC on MCA V3 portal within 30 days of passing the resolution.

7-15 Working Days: End-to-end process from board meeting to MCA Master Data update confirming new authorised capital.

Stamp Duty Included: State-specific stamp duty (typically 0.15% of increased capital) calculated and paid electronically via MCA portal.

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“

Needed to increase authorised capital before our Series A. Patron handled SH-7, e-MOA, and stamp duty in 10 days flat. MCA Master Data updated before investor deadline.

Founder

Bengaluru SaaS Startup

★★★★★

“

Our AOA did not have the capital alteration clause. Patron identified this upfront, amended the AOA via Special Resolution and MGT-14, then completed the SH-7. Saved us from rejection.

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Mumbai Manufacturing Co.

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“

Increased authorised capital from INR 10 lakh to INR 1 crore for ESOP implementation. Patron calculated Maharashtra stamp duty accurately and completed the entire process in 12 days.

Director

Pune IT Services

★★★★★

“

Capital increase needed urgently for convertible debenture conversion. Patron used shorter EGM notice with 95% shareholder consent and filed SH-7 within a week. Exceptional turnaround.

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Delhi Trading Company

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Overview What Is It Why Change Our Services Process Documents Errors Fees Timeline Why Us Auth vs Paid-Up FAQs

Change in Authorised Capital - Overview

📌 TL;DR - Change in Authorised Capital Services at a Glance

Changing the authorised capital requires an Ordinary Resolution at EGM and filing Form SH-7 with ROC within 30 days under Section 61 of the Companies Act 2013. Stamp duty (typically 0.15% of increase) is state-specific and paid via MCA portal. If AOA does not permit capital alteration, amend AOA first via Special Resolution + MGT-14. Timeline: 7-15 working days. Starting at INR 3,999.

Changing the authorised capital of your company - whether increasing it to issue new shares or restructuring the capital clause - is a statutory process governed by Section 61 of the Companies Act, 2013. The change requires an Ordinary Resolution passed at an Extraordinary General Meeting (EGM) and filing of Form SH-7 with the Registrar of Companies (ROC) on the MCA V3 portal within 30 days.

Our CA and CS team at Patron Accounting manages the entire process - from verifying your Articles of Association, drafting board and EGM resolutions, and amending the MOA Capital Clause (Clause V) to filing Form SH-7 with e-MOA and paying stamp duty on the MCA portal.

Content is reviewed quarterly for accuracy.

What is Authorised Capital?

Authorised capital (also called nominal capital) under Section 2(8) of the Companies Act 2013 is the maximum amount of share capital that a company is permitted to issue to its shareholders, as specified in the Capital Clause (Clause V) of its Memorandum of Association. This is the legal ceiling - not the amount actually raised.

Capital Type	Definition	Example
Authorised Capital	Maximum the company CAN issue (legal ceiling in MOA)	INR 10,00,000
Issued Capital	Amount actually offered for subscription	INR 5,00,000
Paid-Up Capital	Amount actually paid by shareholders	INR 5,00,000

A company cannot issue shares beyond its authorised capital limit. Before any fresh allotment, rights issue, ESOP, or convertible instrument conversion that breaches the limit, the company must first increase its authorised capital.

Key Terms for Change in Authorised Capital:

Section 61 - Companies Act 2013 provision governing alteration of share capital. Allows increase, consolidation, sub-division, and cancellation.

Form SH-7 - Notice of Alteration of Share Capital filed with ROC within 30 days of resolution.

Clause V (MOA) - Capital Clause in Memorandum of Association specifying authorised capital amount and share structure.

e-MOA Module - Electronic MOA entered within Form SH-7 on MCA V3 portal. Must reflect the updated Clause V.

Stamp Duty - State-specific duty on altered MOA, typically 0.15% of increased capital. Paid electronically via MCA portal.

Section 61 Form SH-7

Why Do Companies Need to Change Authorised Capital?

Common triggers for increasing authorised capital:

Fresh fundraising: Issuing new equity shares to investors, VCs, or PE funds when paid-up capital approaches authorised limit
ESOP implementation: Issuing employee stock option shares under new ESOP scheme
Rights issue or bonus issue: Adding fresh shares for existing shareholders
Conversion of convertible instruments: CCDs or CCPs converting into equity breaching authorised limit
Merger or acquisition: Issuing shares as consideration requiring expanded authorised capital
Lender or investor requirement: Minimum authorised capital as prerequisite for business
Regulatory compliance: NBFCs, payment aggregators face minimum capital requirements

Pre-requisites: Company must be ACTIVE COMPLIANT on MCA (not ACTIVE NON-COMPLIANT). AOA must contain capital alteration provision. All AOC-4/MGT-7 filings up to date.

Patron Accounting's Authorised Capital Change Services

Service	What We Do
AOA Compliance Check	Verify AOA contains capital alteration provision. If not, amend AOA first via Special Resolution + MGT-14.
Board Resolution and EGM Drafting	Draft board resolution, EGM notice with explanatory statement under Section 102, and Ordinary Resolution text.
MOA Clause V Amendment	Update Capital Clause with new authorised capital amount and revised share structure.
SH-7 Filing with e-MOA	Complete Form SH-7 on MCA V3 portal with e-MOA module entry, certified resolution, and DSC signing.
Stamp Duty Calculation and Payment	Compute state-specific stamp duty and guide electronic payment via MCA portal.
ROC Approval and MCA Master Data Verification	Track filing status, confirm MCA Master Data update reflecting new authorised capital.

Our Process

8-Step Procedure for Authorised Capital Change

Under Section 61 of the Companies Act 2013. Form SH-7 must be filed within 30 days. Late filing penalty: INR 10,000 + INR 1,000/day (max INR 50,000 per officer).

Step 1

Issue Board Meeting Notice (7 Days)

Send notice to all directors at least 7 days prior (Section 173 and SS-1). Agenda: approve capital increase, amend Clause V of MOA, fix EGM date, time, and venue.

Notice issuedAgenda set

Notice Sent01

Step 2

Conduct Board Meeting and Pass Resolution

Pass Board Resolution approving the proposed new authorised capital, revised share structure, calling of EGM, and authorised signatory for filing. Cannot be passed by circulation.

Resolution passedEGM authorised

Board Done02

Step 3

Issue EGM Notice (21 Clear Days)

Issue notice to all shareholders at least 21 clear days before EGM (Section 101). Include proposed resolution text and explanatory statement under Section 102. Shorter notice with 95% shareholder consent.

EGM notice issued21-day clock started

Notice Sent03

Step 4

Conduct EGM and Pass Ordinary Resolution

Pass Ordinary Resolution (simple majority) to alter Clause V of MOA. Must specify existing capital, new capital, and new share structure. Special Resolution only if AOA mandates higher threshold.

OR passedCapital approved

EGM Done04

Step 5

Amend Clause V of MOA

Update Capital Clause of Memorandum of Association to reflect the new authorised capital amount and revised share structure. Print fresh copies for records and filings.

Clause V updatedMOA amended

MOA Updated05

Step 6

File MGT-14 (Only If AOA Amended)

If AOA was amended to add capital alteration provision via Special Resolution, file MGT-14 within 30 days. Attach EGM notice, certified resolution, altered MOA and AOA.

MGT-14 filedAOA registered

If Needed06

Step 7

File Form SH-7 on MCA V3 (Within 30 Days)

File SH-7 with ROC within 30 days. Enter complete e-MOA with updated Clause V. Pay ROC filing fee (capital slab) and state-specific stamp duty electronically. Affix DSC of authorised signatory.

SH-7 filedStamp duty paid

Filed07

Step 8

ROC Approval and MCA Master Data Update

ROC processes the form (STP or manual). MCA Master Data updated to reflect new authorised capital. Change legally effective from date of update. Verify on mca.gov.in.

ROC approvedMaster Data updated

Complete08

Documents Required for Authorised Capital Change

Document	Filed With
Board Resolution (certified copy)	SH-7 optional attachment
EGM Notice with Explanatory Statement (Section 102)	SH-7 and MGT-14
Certified True Copy of Ordinary Resolution	SH-7 mandatory attachment
Amended MOA - Clause V with new authorised capital	SH-7 (via e-MOA module)
Amended AOA (only if AOA was altered)	MGT-14 attachment
Special Resolution for AOA amendment (if applicable)	MGT-14
DSC of authorised signatory (Director/CS/CEO/CFO)	SH-7 and e-MOA digital signing
Stamp duty payment challan (e-stamp via MCA portal)	SH-7 portal record

Common Errors and Rejection Reasons for SH-7

Challenge	Impact	How Patron Accounting Solves It
Company status is ACTIVE NON-COMPLIANT	Pending INC-22A causes automatic SH-7 rejection	Patron Accounting files INC-22A to regularise status before initiating capital change
AOA missing capital alteration provision	SH-7 cannot proceed without AOA authorisation	We check AOA first and amend via Special Resolution + MGT-14 if needed
e-MOA module filled incorrectly	Full MOA must be entered, not just altered Clause V	Our CS team completes the entire e-MOA entry accurately - the biggest SH-7 failure point
Stamp duty not paid or paid incorrectly	State-specific rates vary and must be computed accurately	We compute state-specific duty and handle electronic payment via MCA portal

Authorised Capital Change Fees 2026

Fee Component	Amount
End-to-End Authorised Capital Change (Patron)	INR 3,999 + GST (board resolution, EGM, MOA amendment, SH-7 filing, e-MOA entry)
AOA Amendment + MGT-14 (if AOA needs change)	INR 2,999 + GST (additional, only when AOA amended)
MCA Filing Fee for SH-7	INR 200 to INR 600+ based on authorised capital slab
Stamp Duty on Altered MOA	State-specific; typically 0.15% of increased authorised capital
Late Filing Penalty (SH-7 after 30 days)	INR 10,000 + INR 1,000/day continuing (max INR 50,000 per officer)
Patron Accounting Professional Fees	Starting from INR 3,999 (Exl GST, Govt. Fees and Stamp Duty)

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Change in Authorised Capital consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Authorised Capital Change Timeline

Stage	Estimated Timeline
Board Meeting - approve capital increase and fix EGM date	Day 1-2
AOA amendment (if needed) - Special Resolution + MGT-14	Day 1-14 (if required)
Issue EGM Notice (21 clear days to shareholders)	Day 2-3
EGM - Pass Ordinary Resolution	Day 23-25
Prepare amended MOA Clause V and SH-7 form	Day 25-28
File Form SH-7 with e-MOA + pay stamp duty	Within 30 days of resolution
ROC approval + MCA Master Data update	3-7 working days post-filing
Total end-to-end (Patron Accounting)	7-15 working days

Penalty Warning: Late SH-7 filing attracts INR 10,000 on company and every officer in default. Continuing default: INR 1,000/day (max INR 50,000 per officer). Failure to correctly file can invalidate subsequent share allotments.

Key Benefits

Why Choose Patron Accounting for Authorised Capital Change?

AOA Pre-Check

Verify AOA contains capital alteration provision before filing - prevents rejection.

Error-Free e-MOA Entry

Complete e-MOA data entry in SH-7 - the biggest failure point - handled accurately by our CS team.

30-Day Deadline Tracking

We ensure SH-7 filing is never overdue. Zero penalty guarantee.

Stamp Duty Expertise

State-specific stamp duty calculated accurately and paid electronically via MCA portal.

Post-Approval Verification

We verify MCA Master Data is correctly updated before confirming completion to you.

Transparent Pricing

Fixed fee from INR 3,999. Government fees and stamp duty quoted separately. No hidden charges.

Why Companies Trust Patron Accounting

300+ Capital Changes Filed | 4.8/5 Client Rating | 7-15 Day Avg. Processing | Expert CA and CS Team Across India

Authorised Capital vs Paid-Up Capital Change

Parameter	Authorised Capital Change	Paid-Up Capital Change
What Changes	Legal ceiling in MOA Clause V	Actual amount received from shareholders
Governing Section	Section 61, Companies Act 2013	Section 62 (Rights), 63 (Bonus), 42 (Private Placement)
Resolution Required	Ordinary Resolution at EGM	Varies - Board/Shareholder based on issue type
Primary Form	Form SH-7	Form PAS-3 (Return of Allotment)
ROC Approval	After SH-7 filing	After PAS-3 filing
Stamp Duty on MOA	Applicable on increase	Not directly applicable

Related Corporate Compliance Services

Issue of Shares - allotment of new equity shares after authorised capital increase (Form PAS-3)
Change in Object Clause - if capital increase accompanies a shift in business activities
Change in Name of Company - if rebranding alongside capital restructuring
Transfer of Shares - post-allotment share transfer
Private Limited Company Compliance - keep ACTIVE COMPLIANT status

Legal Framework - Section 61 Companies Act 2013

Provision	Requirement
Section 61(1)(a)	Increase authorised capital by any amount the company considers expedient.
Section 61(1)(b-e)	Consolidate, sub-divide, convert shares to stock, or cancel unissued shares.
Section 64	Notice of alteration (Form SH-7) to ROC within 30 days of resolution.
Section 13 and 14	MOA and AOA alteration provisions - AOA must authorise capital alteration.
Section 101	EGM notice to all shareholders - minimum 21 clear days.
Section 117	MGT-14 for Special Resolution (only if AOA amended).
Rule 15, SC&D Rules 2014	Procedure for filing notice of share capital alteration.
Section 66	Reduction of share capital (paid-up) - separate NCLT process, NOT SH-7.

External Authority Link: MCA Portal - Forms and Filing

Frequently Asked Questions - Change in Authorised Capital

Get answers about Form SH-7, Section 61 procedure, stamp duty, penalties, and authorised capital requirements.

Quick Answers

Which form? SH-7 (Notice of Alteration of Share Capital) filed within 30 days.

Resolution type? Ordinary Resolution (simple majority) is sufficient in most cases.

Stamp duty? State-specific, typically 0.15% of increased capital, paid via MCA portal.

Minimum capital? No minimum for Pvt Ltd since 2015 amendment. Increase as needed.

File SH-7 Within 30 Days - Avoid INR 10,000 Penalty

Key Deadlines:

7 days: Board Meeting notice to all directors
21 clear days: EGM notice to all shareholders
30 days: SH-7 must be filed with ROC after resolution - penalty INR 10,000 + INR 1,000/day
30 days: MGT-14 for Special Resolution (only if AOA amended)

Critical: Failure to correctly file SH-7 can invalidate a subsequent share allotment, creating downstream legal complications for the company and its investors.

Call +91 945 945 6700 or WhatsApp us for a free expert review.

Change Your Authorised Capital - Starting at INR 3,999

Change in authorised capital is a relatively straightforward but document-intensive secretarial process under Section 61 of the Companies Act 2013. The key steps are verifying the AOA, passing an Ordinary Resolution at an EGM, amending Clause V of the MOA, and filing Form SH-7 on the MCA V3 portal within 30 days.

Patron Accounting's CA and CS team handles every step - from drafting board resolution and EGM notice to completing the e-MOA entry in SH-7 and ensuring MCA Master Data update is confirmed. 300+ capital changes filed with 100% on-time record.

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