1. Increase in share capital shall be authorised by articles of association (AoA) of the company. In case AoA does not authorise to increase the share capital the AoA shall be amended as per section 14 of Company Act 2013 by passing special resolution.

2. The company shall need to alter the memorandum of association (MoA) as per section 61 of Company Act, 2013 in order to increase the authorised capital.

3. The company shall require to held meeting of board of directors wherein it shall be decided that Extraordinary General Meeting (EGM) will be held to discuss and vote on raising authorized share capital. Date, place, and time of the EGM shall be agreed upon by the Board, a notice for the same is issued to every member/shareholder, director, auditor of the company, who will thereafter vote upon the matter of raising authorised share capital, as per Section 101 of the Companies Act 2013.

Increase authorized capital4. The notice must consist of the voting method that is to be utilized for passing the resolution to increase the authorised share capital of the company, and the explanatory statement pursuant to Section 102 of the Companies Act is to be enclosed as well.

5. However, in case general meeting is about to be held in near future then matter of raising authorised capital can be discussed under special business in ordinary general meeting itself.

6. The Ordinary Resolution under section 61(1)(a) of the Companies Act, 2013, is then passed to increase in authorised share capital of the Company in the EGM

7. Form SH-7 shall be filed with Registrar of Companies (RoC) along with the necessary fees and attachments as prescribed by Section 64 within 30 days of passing the Ordinary Resolution.

8. In addition to the altered MoA and AoA, the following attachments are required to be submitted along with e-form SH-7

  • Board Resolution for increase in authorised share capital;
  • Board resolution for modification in the capital clause of MoA;
  • Shareholders’ Resolution that has been passed in the EGM.

9. The RoC will then check the forms and attached documentation. If all necessary requirements are fulfilled, RoC shall approve the Increase Authorised Share Capital.

10. Format of Form SH 7 can be accessed by clicking on below link. It also contains information related to stamp duty charges and MOA registration fees to be levied.


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January 2021