Route 1: Increase then allot
Company needs more headroom before a planned fresh issue.
- Check Articles permit the increase
- Pass ordinary resolution and file SH-7
- Allot shares and file PAS-3
Increase in Share Capital
Increase your authorised capital - raise the ceiling, then allot.
Issuing more shares than your authorised capital allows? First raise the authorised capital by altering the MOA capital clause and filing Form SH-7 within 30 days, paying the differential stamp duty and ROC fee. Only then can fresh shares be allotted via PAS-3.
Qualified CA / CS partners10-14 working daysBest for: Companies needing headroom to issue more shares
Starting at
₹9,999
Capital Increase
Companies needing headroom to issue more shares
Capital clause alteration in MOA
Ordinary resolution drafting
SH-7 filing within 30 days
Stamp duty & fee computation
Timeline
10-14 working days
What it is
Capital Increase, explained in plain English.
A company can only issue shares up to its authorised (nominal) share capital, set out in the capital clause of its Memorandum. To issue beyond that ceiling, the company must first increase its authorised capital. This requires authority in the Articles, an ordinary resolution of the members altering the MOA capital clause, and filing Form SH-7 with the ROC within 30 days of the resolution. The increase attracts additional ROC filing fees and stamp duty on the incremental capital. Once the ceiling is raised, the company can proceed to allot the new shares and report the allotment in Form PAS-3.
TL;DR
Raise the authorised capital first - ordinary resolution, MOA capital clause amendment and SH-7 within 30 days - then allot the new shares and file PAS-3.
Key terms
The vocabulary you'll see on the portal.
Authorised capital
The maximum share capital a company is permitted to issue.
SH-7
The form filed with the ROC to record an increase in authorised capital.
Capital clause
The MOA clause stating the company's authorised capital.
Ordinary resolution
A simple-majority members' resolution sufficient for the increase.
PAS-3
The return of allotment filed after new shares are issued.
Routes & scenarios
Match the situation to the right fix.
Route 2: Increase with Article amendment
Articles are silent on increasing capital and need amending first.
- Special resolution to alter the Articles
- File MGT-14 for the Article change
- Then proceed with SH-7
The process
Capital Increase - from kickoff to confirmation.
01
Check
We confirm the Articles authorise an increase and, if not, plan the Article amendment first.
02
Resolve
We draft the EGM notice, explanatory statement and the ordinary resolution altering the capital clause.
03
File
Form SH-7 is filed within 30 days with the differential fee and stamp duty paid.
04
Update
We update the MOA, master data and assist with the subsequent allotment and PAS-3 if required.
Documents required
What we'll need from you.
Upload via our secure portal. We pre-check every scan before filing - cuts portal rejections by ~90%.
Existing MOA and AOA
Board and member resolution
EGM notice and explanatory statement
Altered capital clause
Company CIN and details
Stamp duty / fee details for the state
Existing shareholding pattern
Capital Increase FAQ
Common questions, answered by partners.
Still unsure if Capital Increase is right for your case? Book a free 20-minute consult - a senior CA / CS will walk you through your specifics.
Still have questions?
Book a free 20-minute consult with a senior partner - we'll walk through your case and outline next steps.
Talk to a partner →Authorised capital is the maximum a company may issue, set in the MOA. Paid-up capital is what has actually been issued and paid for. You can only allot up to the authorised ceiling, which is why it must be raised first.
Ready when you are
Let's get your Capital Increase sorted this week.
A senior CA / CS will get on a call with you, confirm scope and start the work - usually within 24 hours.