Form SH-7: increase in authorised capital

The rule

Section 61(1)(a) of the Companies Act, 2013 lets a company with share capital increase its authorised capital by altering its memorandum in general meeting, if its articles authorise it. The section does not ask for a special resolution, so an ordinary resolution is enough unless the articles say otherwise. Section 64(1) requires notice to the Registrar in Form SH-7 within 30 days, with the altered memorandum (rule 15 of the Companies (Share Capital and Debentures) Rules, 2014).

Steps

1. Check the articles allow the increase. If they don't, alter the articles first by special resolution.
2. Board meeting: approve the proposal and call the general meeting, or an EGM at shorter notice with members' consent.
3. General meeting: pass the resolution altering clause V of the memorandum.
4. File SH-7 within 30 days, with the resolution, the altered MoA and the notice of the meeting.

MGT-14

The Act requires MGT-14 only for special resolutions and the other items listed in section 117(3). An ordinary resolution under section 61 is not among them. The SH-7 form does have a field for an MGT-14 reference where one exists, so check the current form while filing.

Fee and stamp duty

The ROC fee is the fee on the new authorised capital minus the fee on the existing capital, under the Companies (Registration Offices and Fees) Rules, 2014. Small companies and OPCs have lower slabs. Stamp duty on the increase is paid through the MCA portal at the state's rate.

Penalty

Section 64(2): ₹500 for each day of default, up to ₹5 lakh for the company and ₹1 lakh for each officer in default (as amended with effect from 21 December 2020).

General information on the law as on 26 October 2026, not advice on any particular matter. Check the current MCA form and instruction kit before filing.