A company can increase its authorized capital by following the prescribed procedures under company laws. It involves passing necessary resolutions by shareholders and filing documents with the ROC.
The registration fee payable to the ROC depends on the authorized capital of the company. Hence, every time there is an increase in authorized capital, the differential fee is payable to the ROC. Certain states in India mandate the payment of stamp duty on authorized capital. Therefore, the required stamp duty is also required to be paid by companies while increasing the authorized capital in those states.
The increase in authorized capital involves amending the company’s MOA. In certain cases, the Articles of Association (AOA) of the company also contains the authorized capital clause. In such cases, the respective clause in the AOA also needs to be changed for every increase in capital.
Board MeetingConvene a Board Meeting to consider the proposal and call for a General Meeting.
General MeetingConduct the General Meeting and pass the requisite resolutions for increase in capital.
Resolutions for Filing with ROCPrepare the minutes of the meeting and get the process/documents vetted by certified CS / CA / CWA professionals
Filing Returns with ROCForm SH-7 to be filed with Registrar of Companies certified by a professional with the ROC within 30 days of passing the resolution for increase in capital with the requisite fee for the increase in capital. Also, the copy of resolution in Form MGT-14 (in case it involves amendment to the AOA) certified by a professional with the ROC within 30 days of passing the resolution.
Payment of ROC Fee and Stamp DutyRequired Fee to be paid to the ROC towards the increase of Capital and Stamp duty on Articles also to be paid online / NEFT
How to make the payment of Fee to ROCFee can be paid through online banking or via NEFT to MCA Bank Accounts.
Change MOA and AOAMake necessary changes in the MOA and AOA of the company.
Capital can be increased at any point of time
Board Meeting to Call General Meeting
Pass resolution at General Meeting
Filing of Returns and Payment of Fee to ROC
Board Meeting to be convened with due Notice in compliance with Secretrial Standards
Notice of Board Meeting
Board Attendance Sheet
Minute of Board Meeting
Board Resolutions for Filing
After the Board Meeting, a General meeting of shareholders to be convened with due notice as per Articles
Notice of General Meeting
General Meeting Attendance Sheet
Minutes of General Meeting
Resolutions for Filing
How it works
Place order with CompaniesInn
Complete E-Lawyering interview
Create Board and General Meeting Minutes and Resolutions
File Returns and pay Fee to MCA
Make Changes in Memorandum / Articles
Authorized Capital or Registered Capital of a company is the upper limit of capital for which a company can issue shares and collect money from shareholders. Authorized capital can be enhanced at any time by passing a resolution at a meeting of shareholders.
Issued capital refers to the total amount of capital issued by the company to shareholders. The issued capital cannot be more than the authorized capital.
Unissued capital refers to the portion of authorized capital that is unissued. The total of issued and unissued capital should be equal to the authorized capital.
The fee is based on the paid-up capital of the company. You can compute the fee using our online fee calculator.
Share premium is not a part of share capital and is the additional amount collected from shareholders. It will be kept in a separate account and be used only for certain specific purposes. Share premium will not be considered for calculation of authorized/issued/paid-up and unissued capital.
Shareholders of a company with majority voting rights can increase the authorized capital of a company.
A company can increase the authorized capital by an ordinary resolution passed by shareholders. After the increase, the company needs to file a notice of increase with the ROC and pay the differential fee for the authorized capital.
There is no need to allot shares on increase of authorized capital. There is no time limit for keeping the authorized capital unissued. The company can issue shares at its discretion, subject to the Companies Act and other regulations.