Change in Share Capital

As businesses expand, funding requirements change. To raise new equity, issue bonus shares, or restructure the capital base, a company must legally alter its share capital through proper compliance with the Companies Act, 2013. This process ensures transparency, protects shareholder interests, and keeps the company legally secure. Liquetax provides end-to-end assistance in share capital alteration filings with MCA.

What is Change in Share Capital?

Share capital refers to the total amount of money invested by shareholders into a company. A change in share capital includes increasing authorized capital, issuing new shares, consolidation/sub-division of shares, or altering shareholding structure. This must be done by passing a resolution and filing necessary ROC forms with MCA.

Benefits of Change in Share Capital

?? Helps raise additional funding for growth ?? Adjusts shareholding as per business needs ?? Ensures compliance with Companies Act, 2013 ? Builds investor trust through proper records ?? Protects directors from legal liabilities

Eligibility & Requirements

  • Private/Public Limited Companies registered under Companies Act
  • Board approval & shareholder resolution required
  • Updated Articles of Association (AOA) if needed
  • MCA filing through prescribed ROC forms

Change in Share Capital: Step-by-Step Process

  1. Board Meeting – Approval for increase/change in share capital 2. Shareholders’ Meeting – Pass Ordinary/Special Resolution 3. Draft & Alter AOA/MOA – Update clauses if required 4. File ROC Forms – eForm SH-7 and MGT-7 (as applicable) 5. Pay Stamp Duty & Fees – Based on authorized capital increase 6. Approval from ROC – Updated share capital reflected in MCA records

Documents Required

  • MOA & AOA copies
  • Board & shareholder resolutions
  • Digital Signature Certificate (DSC) of directors
  • Certificate of Incorporation
  • Proof of payment of fees & stamp duty

Government Fees

Government fee varies depending on authorized capital increase and state stamp duty. Liquetax provides transparent breakup before filing.

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Client Success Story

BrightEdge Solutions Pvt Ltd – Needed to increase authorized capital to onboard a foreign investor. Liquetax handled the resolution drafting, ROC filings, and MCA approval within 7 working days, enabling smooth equity infusion.

Change in Share Capital: Frequently Asked Questions

What is Change in Share Capital?

Change in Share Capital requires compliance with Indian regulations and proper documentation.

What documents are needed for Change in Share Capital?

ID/address proofs, registered office proof, and service-specific declarations.

How long does Change in Share Capital take?

Once docs are ready, typical timelines are 5–15 working days.