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ROC & CORPORATE COMPLIANCE · INDIA

Increase Authorised Capital: Prepare the Ceiling Before a Share Issue

Authorised share capital is the company's permitted nominal capital ceiling, not cash in its bank account. Increasing that ceiling does not allot shares, change ownership percentages or bring in investment by itself. LIQUETAX can help prepare the agreed section 61 increase and SH-7 notice while identifying any separate articles amendment or later share-issue work.

₹5,000Professional fee
GST & external charges extra
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Illustration of a business document discussion
Clear scope. Confident next steps.Illustrative image · Not a team photograph
Pan-India support
Review before filing
Written scope & pricing
One team, clear next steps

CLEAR FEES. CLEAR DELIVERABLES.

Choose the support that fits.

Professional work, government charges and optional services. All set out in writing before we begin.

Core service

Increase Authorised Share Capital

₹5,000Professional fee
  • Reconcile existing and proposed capital figures
  • Check the article-permission and approval route
  • Prepare agreed capital-clause and resolution inputs
Get itemised quote

Applicable GST, government and third-party charges are extra.

Your quote, explainedProfessional fee+Applicable GST+Government / stamp duty+DSC & agreed add-ons
What is DSC?

An electronic certificate used to authenticate a person’s digital signature. A licensed Certifying Authority issues it after the required identity checks. Official reference →

BUILT AROUND YOUR BUSINESS

Less uncertainty. More direction.

Companies limited by shares, or other eligible limited companies with share capital, preparing room for a proposed issue. Reduction, consolidation, buy-back and an actual allotment should not be bundled into a simple increase without assessment.

Clarity before commitment

Know the deliverables, documents and costs before work starts.

Careful preparation

Identify missing or inconsistent information before submission.

Coordinated support

Bring preparation, queries and follow-up into one agreed workflow.

Practical next steps

Know what you need to provide and what happens at handover.

GET READY, ONE STEP AT A TIME

Your document starting point.

We’ll share an applicant-specific checklist after a short discussion. The exact records depend on your circumstances.

01

Existing capital

  • Current MOA, AOA and company capital records
  • Authorised, issued, subscribed and paid-up figures by class
  • Relevant previous capital filings and outstanding discrepancies
02

Proposed increase

  • New authorised amount, share classes and face values
  • Purpose and relationship to the proposed share issue
  • Article-permission assessment and any amendment wording
03

Approval and notice

  • Applicable Board/general-meeting records and resolution
  • Altered capital clause and required current-form attachments
  • Authorised signatory details and any applicable linked filing references
Check your document readiness

Before your first conversation

A useful start. No phone number needed.

Organise your business facts and get a checklist to discuss with our team.

Read the short guide

First, describe your business and the result you need. Next, organise the relevant facts without sharing private documents here. Finally, review your checklist with the team and agree the written scope before work starts.

Audio uses your browser’s available voice. The same information is provided as text.

Download the preparation guide (PDF)
Read the accessible guide →

What is ROC?

The government office that handles company registration and related statutory filings within its jurisdiction. Official reference →

FROM FIRST CONVERSATION TO HANDOVER

A clear process. At every step.

We prepare, coordinate and track the agreed work. You stay involved in the decisions that matter.

  1. 01

    Calculate the headroom

    Compare current capital with the planned issue.

  2. 02

    Check the constitution

    Identify article permission and any separate amendment.

  3. 03

    Approve and notify

    Prepare the agreed decision records, altered MOA and SH-7 inputs.

  4. 04

    Reconcile the result

    Check filing status and updated capital records.

Timing agreed after document review

Section 64 requires the prescribed notice within 30 days of the alteration or increase, with the altered memorandum. Plan the meeting, signatures and SH-7 preparation together; portal queries or late preparation do not reset that statutory clock.

KNOW EXACTLY WHERE YOU STAND

Clear scope. No surprises.

The written engagement confirms your deliverables and costs before work starts.

Service scope to agree

  • Reconcile existing and proposed capital figures
  • Check the article-permission and approval route
  • Prepare agreed capital-clause and resolution inputs
  • Prepare SH-7 and identify applicable linked requirements
  • Hand over filing evidence and separate allotment actions

Outside the standard scope

  • A share allotment or receipt of investment merely through SH-7
  • Valuation, investor negotiations or foreign-investment reporting unless agreed
  • Capital reduction, buy-back or other restructuring under this increase scope
  • Invented funding claims or guaranteed authority processing

ANSWERS BEFORE YOU BEGIN

Your questions,
answered.

Need help with your specific situation?

Talk to our team
Does an authorised-capital increase bring money into the company?

No. It changes the nominal capital ceiling; it does not allot shares or receive investment. The subsequent issue, payment and allotment are separate steps.

Is a special resolution always required?

For an eligible increase under section 61, the articles must authorise the change and the company acts in general meeting, normally by ordinary resolution. If the articles need amendment, that amendment follows its separate special-resolution route. Check any additional valid conditions.

References: India Code: Companies Act, 2013 with amendments

Which form records the increase and when is it due?

SH-7 is the capital-alteration notice. Section 64 requires the prescribed notice within 30 days of the alteration or increase together with the altered memorandum. Identify the actual event date before preparing the filing.

References: India Code: Companies Act, 2013 with amendments · MCA: SH-7 capital alteration instruction kit

Is MGT-14 required in every capital-increase case?

Do not assume that every increase has the same linked filings. Check the actual resolutions, any articles amendment, company conditions and current SH-7 requirements. The capital notice and resolution-filing obligations are distinct.

References: India Code: Companies Act, 2013 with amendments · MCA: SH-7 capital alteration instruction kit

Will existing shareholders automatically be diluted?

Changing the authorised ceiling alone does not change the issued shares or ownership percentages. Any later issue can affect ownership and must be assessed separately.

What proves the work is complete?

Keep the valid decision records, altered memorandum, submitted notice, acknowledgement and actual processing/capital-record outcome. Do not treat a proposed figure or a payment receipt alone as the whole evidence pack.

THE DETAIL, WHEN YOU NEED IT

Explore the full service guide.

Who this service helps & key decisions

Authorised share capital is the company's permitted nominal capital ceiling, not cash in its bank account. Increasing that ceiling does not allot shares, change ownership percentages or bring in investment by itself. LIQUETAX can help prepare the agreed section 61 increase and SH-7 notice while identifying any separate articles amendment or later share-issue work.

Companies limited by shares, or other eligible limited companies with share capital, preparing room for a proposed issue. Reduction, consolidation, buy-back and an actual allotment should not be bundled into a simple increase without assessment.

QuestionWhat mattersNext step
Capacity neededCompare current authorised, issued and paid-up capital with the proposed issue.Choose a supported ceiling and share structure; a larger authorised figure is not proof of funding.
Article permissionCheck whether the articles authorise the increase.If an articles amendment is needed, handle its separate approval and filing requirements.
Member decisionUse the section 61 general-meeting route for the eligible increase.An ordinary resolution is normally used for the increase itself, subject to applicable articles/conditions; do not confuse it with a special resolution to amend articles.
Notice and next eventPlan SH-7 and the altered memorandum before proceeding with the issue.Allotment, consideration and shareholder rights need their own compliance work.
Fee details, estimates & quote variables

₹5,000. Professional fee. Applicable GST, government charges and agreed third-party costs are extra.

One specified service engagement. Confirm the applicant, deliverables and exclusions in writing before work starts.

MCA charges and applicable stamp duty depend on the capital change and relevant jurisdiction. Keep them separate from the published professional fee, taxes and any articles amendment or later allotment work. An increase in authorised capital is not money paid into the company.

  • Existing and proposed authorised capital
  • Share classes and constitutional permissions
  • Applicable government charges and stamp duty
  • Separate amendment or issue work requested

Section 64 requires the prescribed notice within 30 days of the alteration or increase, with the altered memorandum. Plan the meeting, signatures and SH-7 preparation together; portal queries or late preparation do not reset that statutory clock.

Your responsibilities, handover & ongoing work

Calculate the headroom

LIQUETAX: Compare current capital with the planned issue.

You: Supply the actual capital table and funding proposal.

Check the constitution

LIQUETAX: Identify article permission and any separate amendment.

You: Provide the latest approved constitutional copies.

Approve and notify

LIQUETAX: Prepare the agreed decision records, altered MOA and SH-7 inputs.

You: Arrange valid approvals, signatures and approved external payments.

Reconcile the result

LIQUETAX: Check filing status and updated capital records.

You: Keep the evidence and separately authorise any share-issue engagement.

At handover and afterwards

  • Retain approved resolutions, altered MOA and filing evidence
  • Reconcile the updated capital record
  • Keep issued and paid-up figures separately accurate
  • Scope any subsequent share issue and return of allotment
  • Use accurate capital descriptions in company documents

Common mistakes to avoid

  • Calling authorised capital the company's cash balance
  • Increasing the ceiling without checking the articles
  • Assuming SH-7 itself allots shares
  • Using a special-resolution checklist for every increase without checking the route
  • Missing the 30-day notice period
Official references & source-check information

Source-checked educational guide. AI-assisted source research checked on . No named professional endorsement is claimed. Confirm current requirements for your facts before filing. Next review target: 2026-10-28.

  • India Code: Companies Act, 2013 with amendments ↗

    Sections 13(1), 14, 61(1)(a) and 64 distinguish the article-authorised capital increase, separate article amendment and 30-day notice.

    Official PDF downloaded on 28 September 2026 and the cited provisions read. This educational assessment is not professional approval of your company or a claim to have reviewed the entire Act.

  • MCA: SH-7 capital alteration instruction kit ↗

    Capital-alteration purpose, current form fields, applicable references, attachments and signatory requirements.

    Relevant official indexed purpose and workflow passages read on 28 September 2026. Direct MCA download returned 403; confirm the current form and company-specific requirements before filing.

Last updated: . This records the educational content date; it does not establish an individual professional review.

Disclaimer: this guide provides educational information and does not replace individual professional advice. Confirm your facts, current official requirements and written engagement before acting.

LET’S TAKE THE NEXT STEP

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Let’s discuss your increase authorised share capital and prepare a scope that fits.