Is an ordinary or special resolution required to increase authorised capital?

An increase in authorised capital is approved by an ordinary resolution of the members under Sec 61, unless the company's Articles require a higher threshold. A special resolution becomes necessary only where the Articles themselves have to be altered first under Sec 14 to permit the increase.

Is the Articles of Association always amended?

Only where the Articles do not already authorise an increase in capital. If the Articles permit it, the company proceeds straight to the ordinary resolution and the capital-clause amendment. If they bar or are silent on an increase, they are first altered under Sec 14 by special resolution.

What stamp duty applies on increasing authorised capital?

E-stamp duty is charged on the increased authorised amount and is state-specific, so the rate depends on the state in which the registered office is situated — in Telangana it follows the state's stamp schedule. The duty is paid through the MCA portal along with the increased Registrar fee, and the exact amount is confirmed before filing.

What is the SH-7 filing timeline?

Form SH-7, the notice of alteration of share capital, is filed with the Registrar within 30 days of the resolution increasing the authorised capital, together with MGT-14 where the resolution requires registration. Late filing attracts an escalating additional fee, and continued default can attract the Sec 450 penalty.

MCA

Authorized Capital Increase

Increase a company's authorised share capital with member approval and ROC filings.

What's covered

Authorised capital is the maximum value of shares a company is permitted to issue, and it is recorded in the capital clause of the memorandum. A company can issue new shares only up to this ceiling, so raising the authorised capital is the first step whenever a company wants to bring in fresh equity beyond its current limit. The alteration of capital is governed by Sec 61 of the Companies Act 2013, with notice of the alteration filed with the Registrar under Sec 64.
The change is given effect by filing Form SH-7, the notice of alteration of share capital, together with Form MGT-14 where the resolution requires registration. Both forms are filed within 30 days, and the company pays the additional stamp duty and the increased Registrar fee assessed on the higher authorised amount. Form SH-7 carries the revised capital structure, the resolution and the altered memorandum.
Before the capital clause can be altered, the Articles of Association must authorise an increase in capital. Where the Articles bar or are silent on an increase, they are first altered under Sec 14 by special resolution, and only then is the capital clause increased. An increase in authorised capital is approved by an ordinary resolution of the members unless the Articles require a higher threshold.
Delay in filing exposes the company to consequences under Sec 450, which provides a default penalty of ₹10,000 with a continuing penalty of ₹1,000 per day, and late filing of SH-7 attracts an escalating additional fee. The e-stamp duty on the increased capital is state-specific — in Telangana it follows the state's stamp schedule — so we confirm the exact duty and the current penalty figures against the prevailing rules and flag them for CA verification before filing.

How we work

01
Check the Articles and pass a board resolution
Confirm that the Articles of Association authorise an increase in authorised capital. Where they do not, the Articles are first altered under Sec 14 by special resolution. The board then passes a resolution proposing the increase and authorising the calling of a general meeting.
02
Ordinary resolution at an EGM on 21 days' notice
An extraordinary general meeting is convened on not less than 21 clear days' notice, at which the members approve the increase by an ordinary resolution (unless the Articles require a higher threshold) and approve the consequential amendment of the capital clause of the memorandum.
03
File MGT-14 and SH-7 and pay duty within 30 days
Form MGT-14, where required, and Form SH-7 with the altered memorandum are filed within 30 days of the resolution. The company pays the e-stamp duty on the increased amount through the MCA portal — a state-specific charge — along with the increased Registrar fee, after which the higher authorised capital is registered.

Documents required

Amended Memorandum of Association showing the increased capital clause
Updated Articles of Association, where the Articles were altered to permit the increase
Certified copy of the resolution passed at the extraordinary general meeting
Notice and explanatory statement for the extraordinary general meeting
Revised authorised-capital computation supporting the stamp duty and fee paid
Board resolution and the Digital Signature Certificate of the authorised director

Applicable laws & forms

Companies Act 2013 — Sec 61, which empowers a company to alter its share capital, including an increase in authorised capital
Companies Act 2013 — Sec 64, which requires notice of the alteration of share capital to be filed with the Registrar in Form SH-7
Companies Act 2013 — Sec 14, under which the Articles are altered first where they do not authorise an increase, and Sec 450, the default penalty for non-compliance
Companies (Share Capital and Debentures) Rules 2014 — which prescribe Form SH-7 and the procedure for altering share capital

Frequently asked questions

Government fees

Statutory / government fee (indicative): ₹2,000

Indicative government fee · last verified 2026-06-07. Our professional charges are shared on consultation.