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.
Increase Authorised Capital of Company – Requirements
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
Procedure for Increase of Authorized Capital
Convene a Board Meeting to consider the proposal and call for a General Meeting.
Conduct the General Meeting and pass the requisite resolutions for increase in capital.
Resolutions for Filing with ROC
Prepare the minutes of the meeting and get the process/documents vetted by certified CS / CA / CWA professionals
Filing Returns with ROC
Form 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 Duty
Required 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 ROC
Fee can be paid through online banking or via NEFT to MCA Bank Accounts.
Change MOA and AOA
Make necessary changes in the MOA and AOA of the company.
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
General Meeting Records
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
Increase of Authorized Capital
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