Increase Authorized Capital — SH-7 & MGT-14 ROC Filing | Beyonte Compliances

Company Law · Share Capital

Increase Authorized Capital expand your company's capacity to issue shares — legally and efficiently.

A company's authorized capital is the maximum share capital it is permitted to issue, as stated in the Memorandum of Association. Before allotting new shares — for raising capital, issuing ESOPs, or onboarding investors — the company must ensure the proposed allotment does not exceed its authorized capital. If it does, the authorized capital must be increased first.

Increasing the authorized capital requires an amendment to the MOA Capital Clause — which requires a shareholder resolution (Ordinary Resolution for most private companies). The process involves a Board Meeting, an EGM or postal ballot, and filing of Form SH-7 with the ROC within 30 days of the resolution, with payment of the additional stamp duty and ROC fees on the incremental authorized capital.

At Beyonte Compliances, we manage every step — from computing stamp duty and ROC fees to preparing resolutions, filing SH-7 and MGT-14, and updating the MOA Capital Clause and statutory registers.

What Our Authorized Capital Increase Service Covers

Authorized Capital Assessment

Reviewing existing authorized capital, current paid-up capital, and proposed requirements to determine the appropriate new authorized capital amount.

Stamp Duty & Fee Computation

Computing the additional ROC filing fees and stamp duty payable on the incremental authorized capital — state-specific rates apply.

Board Resolution

Drafting the Board Resolution to convene an EGM for the authorized capital increase.

EGM & Shareholder Resolution

Facilitating the EGM and passing the Ordinary Resolution (or Special Resolution, as required) for the authorized capital increase.

SH-7 Filing with ROC

Filing Form SH-7 with the Registrar within 30 days of the resolution — with the amended MOA Capital Clause and fee payment.

MGT-14 Filing (if applicable)

Filing Form MGT-14 if a special resolution was passed — with resolution, minutes, and altered MOA.

Amended MOA Preparation

Updating the MOA Capital Clause to reflect the new authorized capital.

Statutory Register Update

Updating the company's statutory records to reflect the increased authorized capital.

Our Process

Capital Assessment

Reviewing existing and required capital to determine new authorized capital figure.

Board Meeting & EGM Notice

Passing board resolution and convening EGM for shareholder approval.

Shareholder Resolution

Passing ordinary or special resolution with requisite majority.

SH-7 & MGT-14 Filing

Filing SH-7 (and MGT-14 if applicable) with ROC within 30 days.

Amended MOA & Registers

Updating MOA Capital Clause and statutory registers.

Why It Matters

✓Authorized capital assessment done before process begins

✓ROC fees and state stamp duty computed accurately

✓Board resolution and EGM notice prepared

✓Shareholder resolution passed and minutes drafted

✓SH-7 filed with ROC within 30-day statutory window

✓MGT-14 filed where special resolution is required

✓Amended MOA Capital Clause prepared and updated

✓Statutory registers updated to reflect new authorized capital

Frequently Asked Questions

Authorized capital is the maximum share capital the company may issue, as stated in the MOA. Paid-up capital is the amount actually issued and paid by shareholders. Shares can only be issued up to the authorized capital limit.

Yes. An amendment to the MOA Capital Clause requires a shareholder resolution at an EGM. For most private companies, an Ordinary Resolution (simple majority) is sufficient.

Form SH-7 must be filed with the ROC within 30 days of the resolution. Late filing attracts additional fees.

Yes. Stamp duty is payable on the incremental authorized capital — the rate varies by state. We compute and manage the stamp duty payment as part of our service.

Need to increase your authorized capital before your next funding round?

Contact our team — we'll handle ROC filings, stamp duty, and MOA update.