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Authorised Share Capital Increase Services in India

A company's authorised share capital is the maximum share capital it is authorised to issue under its constitutional documents. If the company needs to issue shares beyond its existing authorised capital, it may first need to increase the authorised share capital and alter the relevant capital clause of its Memorandum of Association. CorporateWalla assists with authorised-capital increase planning, board/shareholder documentation, MOA alteration and MCA filing, subject to the company's Articles, existing capital structure and proposed transaction.

7–15 days (indicative) delivery
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50% upfront, 50% on delivery

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Important: Increasing authorised capital does not itself issue new shares or increase the company's paid-up capital. Paid-up capital increases only when shares are actually issued/allotted; see Share Issue.

Authorised Capital vs Paid-up Capital

These terms should not be confused.

Authorised share capital

The maximum share capital that the company's constitutional documents permit it to issue.

Issued share capital

The portion of authorised capital that the company has actually issued.

Subscribed share capital

The portion of issued capital subscribed by members.

Paid-up share capital

The amount treated as paid-up on the company's issued/subscribed shares under the applicable law and records.

A company can increase authorised capital without immediately issuing any new shares.

Why Increase Authorised Capital?

Common reasons include:

  • Proposed fresh share issue
  • Rights issue
  • Private placement
  • ESOP-related share issue
  • Conversion of instruments where shares will be issued
  • Bringing in a new investor
  • Future fundraising capacity
  • Restructuring of shareholding

The proposed transaction should be analysed before increasing the capital because authorised-capital increase and share issuance are separate corporate actions.

Can Every Company Increase Authorised Capital?

The company should first check:

  • Articles of Association
  • Existing authorised capital
  • Existing paid-up capital
  • Capital clause in MOA
  • Proposed issue
  • Shareholder approval requirements
  • Applicable Companies Act provisions
  • Any sector-specific or investment restrictions

If the Articles do not authorise the increase, they may need to be altered before or as part of the process.

Does Increasing Authorised Capital Issue Shares?

No. This is one of the most important distinctions.

For example:

  • Existing authorised capital: ₹10 lakh
  • Existing paid-up capital: ₹5 lakh

If authorised capital is increased to ₹50 lakh, the company may have capacity to issue additional shares, but paid-up capital remains ₹5 lakh until shares are actually issued and paid for.

A subsequent share issue may require separate:

  • Board approval
  • Shareholder approval
  • Offer documents
  • Valuation
  • PAS-3 or other applicable filing
  • Allotment records
  • Share certificates
  • Foreign-investment compliance, where applicable

Authorised Capital Increase Before Fundraising

If the company is planning an investment round, determine whether the proposed share issue exceeds the existing authorised capital.

Where additional authorised capital is required, it should generally be addressed before the relevant allotment.

The capital increase does not by itself complete the fundraising transaction.

Government Fee and Stamp Duty

MCA filing fees and applicable stamp duty can depend on:

  • Amount of authorised capital
  • State
  • Company type
  • Applicable fee schedule
  • Previous authorised capital
  • Nature of filing

Professional fees are shown separately from government fees/stamp duty.

Example

Suppose a company has:

  • Authorised capital: ₹10 lakh
  • Paid-up capital: ₹5 lakh

The company plans to issue shares requiring authorised capital of ₹25 lakh.

It may need to:

  • Increase authorised capital to the required amount.
  • Alter the MOA capital clause.
  • File SH-7.
  • Complete the separate share-issue/allotment process.
  • File the applicable allotment return and update records.

The exact sequence depends on the proposed issue and applicable law.

Common Mistakes

Increasing authorised capital but not filing the required MCA form

The resolution and statutory filing must both be completed.

Treating authorised capital as paid-up capital

The two are different.

Issuing shares before creating sufficient authorised capital

The capital structure should be checked before allotment.

Ignoring Articles of Association

The Articles may need to authorise the increase.

Ignoring stamp duty

State-specific stamp duty can materially affect the total cost.

Assuming SH-7 completes a share issue

SH-7 relates to the authorised-capital change; the subsequent allotment can require separate filings.

Using the wrong resolution

The required resolution should be determined from Section 61, Articles and the company's facts.

Timeline

Timeline depends on:

  • Board meeting schedule
  • General meeting requirements
  • Document readiness
  • MCA portal processing
  • Resubmission, if any
  • Linked share issue

What Is Not Guaranteed

  • MCA processing time is not guaranteed.
  • Government fee/stamp duty is not universally fixed.
  • Increasing authorised capital does not guarantee or complete fundraising.
  • A subsequent share issue is not included unless expressly scoped.
  • Valuation/fundraising approval is not guaranteed.
  • Capital increase does not itself increase paid-up capital.

Transparent 3-tier pricing

Pick the speed and depth that matches your need. Same quality, same CA team — only the timeline changes.

starter

₹4,499

Timeline: 7–15 days (indicative)

Increase in authorised capital (any amount)
Review of existing capital structure
Board + general meeting resolutions
Altered MOA capital clause
SH-7 filing
Linked share allotment + PAS-3
MOST POPULAR

standard

₹8,999

Timeline: 7–15 days (indicative)

Authorised capital increase + MOA alteration
Board + general meeting resolutions
SH-7 filing
Linked share allotment + PAS-3 (separate transaction)
Valuation coordination (if applicable)
New share certificates
ROC follow-up + 1-yr support

pro

₹17,999

Timeline: 10–20 days (indicative)

Authorised capital (any amount) + linked allotments
Board + general meeting + MOA + AOA alteration
SH-7 + PAS-3 + FEMA (non-resident investors)
Valuation coordination + DCF (if needed)
New share certificates + statutory registers
ROC follow-up + FEMA + 1-yr compliance support

Government fee — paid by you at actuals

MCA filing fees and applicable stamp duty are separate from the professional fee. They can depend on the amount of authorised capital, State, company type, applicable fee schedule, previous authorised capital and nature of filing, so there is no universal government fee for every company.

Every price above is a professional fee, excluding GST and government charges. 50% upfront, 50% on delivery.

Professional fee. The final scope depends on the amount of capital increase, company type, State/stamp-duty implications, MOA/AOA alteration, shareholder meeting, MCA filing, resubmission and any linked share issue, foreign-investment or valuation work.

How it works

Step 1

Review existing capital structure

Check authorised, issued, subscribed and paid-up capital, face value per share, the existing MOA capital clause and the Articles of Association.

Step 2

Determine required increase

Calculate the authorised capital required for the proposed transaction, avoiding an unnecessary increase because government fees/stamp duty can depend on the authorised capital and applicable State rules.

Step 3

Board approval

Hold the required board meeting and approve the proposed increase, draft shareholder resolution, alteration of the MOA capital clause and general meeting notice, where required.

Step 4

Shareholder approval

Pass the required shareholder resolution, generally an ordinary resolution for increase of authorised share capital under Section 61, subject to the company's circumstances and Articles; if the Articles need alteration, follow that procedure too.

Step 5

Alter MOA

Update the authorised-capital clause of the Memorandum of Association.

Step 6

MCA filing

File the applicable MCA form, generally SH-7, within the statutory timeline after the resolution, subject to the current MCA form and filing requirements.

Step 7

Update statutory records

Update the MOA, share capital records, statutory registers, corporate records, financial records and other relevant disclosures.

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Documents required

Certificate of Incorporation
Existing MOA
Existing AOA
Current capital structure
Board resolution
General meeting notice
Shareholder resolution
Updated MOA
SH-7 information
Filing authorisation/DSC
Share issue documents, if the increase is linked to an allotment

Why CorporateWalla®?

Authorised-capital planning

The existing capital structure and proposed transaction are reviewed to calculate the increase actually required, since fees and stamp duty can depend on the amount.

Board and shareholder documentation

Board resolution, general meeting notice and the shareholder resolution under Section 61, checked against the company's Articles.

MOA alteration

The capital clause of the Memorandum of Association is updated to reflect the revised authorised capital.

MCA filing

SH-7 filing and updates to share capital records and statutory registers, with any linked share allotment handled as a separate transaction where included.

Frequently asked questions

It is the maximum share capital the company is authorised to issue under its constitutional documents.

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