Golden Verdict
Corporate Management

Increase your authorized capital before your next funding round.

Authorized share capital sets the ceiling on shares your company can issue. Before allotting new shares to investors, ESOPs, or founders, you must increase authorized capital if the ceiling is reached — via MOA amendment and Form SH-7.

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Increase Authorized Share Capital India

Authorized Capital Increased in 5 Days*

*Timeline is indicative and may vary based on document verification and government processing.

What is Authorized Share Capital?

Authorized share capital (also called nominal or registered capital) is the maximum amount of share capital that a company is legally authorised to issue to shareholders, as stated in the Memorandum of Association (MOA) — specifically in the Capital Clause. The paid-up capital (actually issued and paid for) cannot exceed the authorized capital at any point. Before issuing new shares — whether in a funding round, ESOP pool creation, rights issue, or bonus issue — the company must ensure its authorized capital is sufficient. Increasing authorized capital requires amending the Capital Clause of the MOA by passing an ordinary resolution (simple majority) at a general meeting, filing Form SH-7 with the ROC, and paying stamp duty on the increased amount. Authorized capital is also used to determine ROC registration fees for new companies.

Key Facts

Ordinary Resolution

Simple majority sufficient — no special resolution required for authorized capital increase

Form SH-7

Filed with ROC within 30 days of passing the resolution — late fees apply after 30 days

30 Days

Window to file Form SH-7 after shareholder resolution — miss it and additional ROC fees apply

Our Process

1

Review current authorized capital and determine the required increase (with ESOP/funding headroom)

2

Check AoA — confirm it authorises shareholders to increase authorized capital by ordinary resolution

3

Convene Board Meeting — pass resolution to convene EGM for shareholder approval

4

Issue EGM notice to all shareholders (minimum 21 days before meeting; 14 days with 95% consent)

5

Conduct EGM — pass ordinary resolution to increase authorized capital

6

Compute ROC fees on incremental capital and pay via MCA portal

7

File Form SH-7 on MCA portal within 30 days of resolution with updated MOA Capital Clause

8

Receive ROC acknowledgement — verify updated authorized capital on MCA master data

How It Works

1

Share Your Details

Fill a short form or call us. We collect your requirements and all documents online — no physical visit needed.

2

Expert Assignment

A dedicated specialist with expertise in your service category is assigned to your case within 24 hours of payment.

3

Work in Progress

Your expert prepares documents, files applications with the relevant authority, and follows up on your behalf.

4

Delivery

Your registration certificate, legal document, or filed return is delivered digitally to your Golden Verdict dashboard.

Corporate Management service

Get Your Capital Increased Without Any Hassle

Board resolution, ordinary resolution, MOA capital clause amendment, Form SH-7 filing, ROC stamp duty computation, and updated MOA certificate.

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Custom Quote

Pricing tailored to your specific requirements

Why Golden Verdict For
Increase in Authorized Share Capital?

Companies frequently discover during a funding round that their authorized capital is insufficient to accommodate new share allotments — causing delays in closing the round. Golden Verdict plans the authorized capital increase in advance — computing the exact amount needed for the proposed allotment (including headroom for future ESOPs), preparing the board and shareholder resolutions, computing the ROC stamp duty on the increased capital, and filing Form SH-7 within the prescribed 30-day window. We also update the MOA and ensure the ROC confirms the increased authorized capital on MCA's master data.

An insufficient authorized capital ceiling can delay your funding round at the worst moment. Golden Verdict increases it proactively.

Expert legal team at Golden Verdict

Frequently Asked Questions

What is the difference between authorized capital and paid-up capital?+
Authorized capital is the maximum limit registered in the MOA — the ceiling on shares the company can issue. Paid-up capital is the actual amount received from shareholders for shares that have been issued. Paid-up capital can never exceed authorized capital. Increasing authorized capital is free (other than ROC fees); issued/paid-up capital only increases when shares are actually allotted.
What resolution is required to increase authorized capital?+
An ordinary resolution (simple majority — more than 50% of votes cast) passed at a General Meeting (EGM or AGM) is sufficient to increase authorized capital. The AoA must permit this — most standard AoAs authorise the shareholders to increase authorized capital by ordinary resolution.
What ROC fees are applicable?+
ROC fees for increasing authorized capital are charged on the incremental amount — on a slab basis. For example, for an increase up to ₹1 lakh: ₹5,000; up to ₹5 lakh: ₹15,000; up to ₹10 lakh: ₹30,000; and so on. Golden Verdict computes the exact ROC fee before you proceed.
How long does the increase take effect?+
Once Form SH-7 is successfully filed on MCA and the ROC processes it (typically 7–15 working days), the increased authorized capital is reflected in the company's MCA master data. New shares can then be allotted up to the new ceiling.
Does authorized capital increase affect taxes?+
No. Authorized capital is not taxable — it is merely a ceiling. Taxes arise only when shares are actually issued (allotted) at a premium — the premium amount is credited to the Securities Premium Account. Any allotment above fair market value may attract Section 56(2)(viib) scrutiny for the recipient.
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Ready to get your Increase in Authorized Share Capital?

Authorized share capital sets the ceiling on shares your company can issue. Before allotting new shares to investors, ESOPs, or founders, you must increase authorized capital if the ceiling is reached — via MOA amendment and Form SH-7.

An insufficient authorized capital ceiling can delay your funding round at the worst moment. Golden Verdict increases it proactively.

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