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Increase Authorized Capital

Give your company room to issue more shares, legally and on record.

Authorized capital is the ceiling on how much share capital your company is legally permitted to issue — set out in the capital clause of your Memorandum of Association. The moment you need to allot more shares than that ceiling allows, whether for a funding round, an ESOP pool, or a debt-to-equity conversion, that ceiling has to be raised first.

Increasing authorized capital is a structured legal process: a board resolution, a shareholder resolution, statutory filings with the Registrar of Companies, and an updated Memorandum of Association. Get a step wrong or file late, and it can delay the very funding round or allotment you were trying to enable — which is why most companies bring in a company secretary to run the filing end-to-end.

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0Capital Increases Filed
0Countries Covered
0Avg. Filing Turnaround
0Client Satisfaction
Registrar of Companies
Authorized Capital, Revised
MOA capital clause altered and filing accepted on record
Current Authorized Capital
₹10,00,000
Revised Authorized Capital₹50,00,000
MOA Clause
EGM Vote
Form SH-7
ROC Approved
When It's Needed

Situations that call for a capital increase

Authorized capital doesn't need to change every year — but the moment one of these comes up, your existing ceiling is usually the first thing standing in the way.

Raising a Fresh Funding Round

Investors want new equity issued beyond what your current authorized capital allows — the ceiling has to move before the allotment can.

Most Common

Building an ESOP Pool

Reserving shares for an employee stock option pool needs headroom in authorized capital before any grants can be approved.

Converting Debt into Equity

Turning loans or convertible instruments into shares requires enough authorized capital to cover the resulting allotment.

Issuing Bonus Shares

Capitalizing free reserves into bonus shares raises paid-up capital, which must stay within the authorized limit at all times.

Merger, Acquisition or Restructuring

Share swaps and consolidation during a merger or acquisition often call for a higher authorized ceiling to accommodate new allotments.

Bringing In a New Investor

Onboarding a strategic investor or partner with a fresh share allotment needs matching room in authorized capital.

Planning Ahead for Scale

Raising the ceiling proactively, in a larger step, avoids repeating this entire filing every time you approach a new funding round.

Meeting Lender Requirements

Some credit facilities, tenders, or sector-specific regulations set a minimum authorized capital threshold you'll need to clear.

The Process

From board resolution to an updated MOA, in eight steps

Here's exactly what happens between deciding to raise the ceiling and holding a Registrar-approved, revised capital clause.

Board Meeting
EGM Notice
Special Resolution
Form SH-7
ROC Approval
1

Check MOA & AOA Provisions

We confirm your Articles of Association actually permit altering the capital clause — and amend the AOA first, in the same round, if they don't.

2

Convene the Board Meeting

Directors formally approve the proposal, decide the new authorized capital figure, and fix the date for the shareholder meeting.

3

Issue the EGM Notice

Notice of the meeting, along with the resolution and explanatory statement, is sent to every shareholder within the statutory notice period.

4

Hold the EGM & Pass the Resolution

Shareholders vote on the increase — by ordinary or special resolution, depending on what your Articles require.

5

File Form SH-7

The notice of increase in authorized share capital is filed with the Registrar of Companies within the statutory deadline from the resolution date.

6

File Form MGT-14, Where Applicable

Filed alongside SH-7 whenever the resolution passed also alters the Memorandum or Articles of Association.

7

Registrar Verification & Approval

The Registrar examines the filing, and on approval, updates your company's Master Data to reflect the new authorized capital.

8

Updated MOA & Fresh Headroom

You receive the certified, altered Memorandum of Association — and your company can now allot shares up to the new ceiling.

Eligibility

What has to be in place before you can increase it

Most companies clear these conditions without trouble — but each one needs to be checked before the board resolution is even drafted.

AOA Permits the Increase

Your Articles of Association must authorize altering the capital clause, or be amended alongside the same resolution.

Company in Good Standing

No overdue annual ROC filings or unresolved compliance defaults on record with the Registrar.

Board Resolution Passed

Directors must formally approve the proposal before it's placed in front of shareholders for a vote.

Shareholder Majority Secured

The requisite voting majority — ordinary or special, per your Articles — needs to back the resolution at the EGM.

Stamp Duty Budgeted

State-specific stamp duty on the incremental authorized capital must be accounted for before filing.

Statutory Registers Updated

The register of members and minutes book need to be current before the increase is recorded against them.

Paperwork

Documents you'll need to keep handy

Having these ready before the board meeting is the single biggest thing you can do to speed up the entire filing.

Certified MOA Copy

Existing capital clause, for reference

Certified AOA Copy

To confirm or amend alteration powers

Board Resolution

Certified copy approving the proposal

EGM Notice

With resolution & explanatory statement

EGM Minutes

Signed minutes recording the resolution

Form SH-7

Notice of increase in authorized capital

Form MGT-14

Where a special resolution applies

Stamp Duty Challan

Proof of payment as per state stamp act

Why It's Worth It

What a higher ceiling actually buys you

Beyond satisfying a legal formality, a revised authorized capital changes what your company can do with its cap table going forward.

Room to Raise Funds

Issue new equity without repeating this filing each round

ESOP-Ready

Reserve shares for an employee option pool in advance

Flexible Debt Conversion

Convert loans or convertible notes into equity smoothly

Stronger Investor Signal

A higher ceiling can support investor confidence at diligence

M&A Readiness

Accommodate share swaps during a merger or acquisition

Meets Lender Thresholds

Satisfy minimum-capital covenants some lenders require

Fewer Repeat Filings

A larger, one-time step avoids doing this every allotment

Clean Legal Compliance

Keeps every future allotment valid under the Companies Act

After the Increase

Staying compliant once the ceiling is raised

Filing SH-7 isn't the last step — here's what keeps the revised capital clause valid and reflected everywhere it needs to be.

File Form SH-7 on Time

Must reach the Registrar within the statutory window from the date the resolution is passed.

File Form MGT-14

Required whenever the special resolution itself alters the MOA or AOA.

Update Statutory Registers

Record the change in the register of members and the minutes book.

Pay Applicable Stamp Duty

State stamp duty on the incremental authorized capital, paid within the prescribed timeline.

Update MOA & AOA Copies

Keep certified copies on file and share updated versions with banks and stakeholders as needed.

Reflect It in Financial Statements

Disclose the revised authorized capital in the notes to your next balance sheet.

Why Hisho & Kanri

Capital restructuring handled by people who file this weekly

We've run enough SH-7 and MGT-14 filings across India, Singapore, and Malaysia to know exactly where a capital increase usually stalls — and how to keep it moving.

Company Secretaries on Call

Qualified CS professionals draft every resolution and form for you.

Fast ROC Filing

SH-7 and MGT-14 filed the same week your documents are ready.

Transparent Pricing

One quote covering professional fees and stamp duty estimates.

Full Visibility

Track the board resolution, EGM, and ROC status at every stage.

Single Point of Contact

One advisor guides you from board meeting to the updated MOA.

Confidential Handling

Your cap table and shareholder data handled under strict confidentiality.

FAQ

Common questions about increasing authorized capital

Can't find your question here? Use the form alongside this page and we'll answer it directly.

Authorized capital is the maximum share capital a company is legally permitted to issue, set in the MOA. Paid-up capital is the portion of that ceiling actually allotted and paid for by shareholders — it can never exceed the authorized limit.

Any time you plan to allot shares that would push paid-up capital past the existing authorized limit — a funding round, an ESOP pool, bonus shares, or a debt-to-equity conversion are the most common triggers.

It depends on your Articles of Association — some permit an ordinary resolution, while others require a special resolution with a higher voting threshold. We check your AOA before drafting the notice.

Once the resolution is passed and documents are ready, the filing itself takes a few days to prepare, with Registrar approval typically following within about a week, though timelines vary by jurisdiction and workload.

Stamp duty is calculated on the incremental authorized capital and varies by state — we estimate this upfront as part of your quote so there are no surprises at filing time.

Yes — many companies raise the ceiling ahead of an anticipated round precisely so the allotment itself can move quickly once terms are finalized.

The AOA is amended in the same resolution round, alongside the capital clause change, so both take effect together without a separate filing cycle.

Most structures require a general meeting, but some jurisdictions and company types permit approval by postal ballot or circular resolution — we confirm what applies to your entity.

MGT-14 registers certain board and special resolutions with the Registrar. It's filed alongside SH-7 whenever the resolution also amends the MOA or AOA.

Because we run SH-7 and MGT-14 filings every week across three countries, keep you informed at each stage, and stay on for compliance long after the ceiling is raised.