Increasing authorised share capital: the resolution, Form SH-7 and the 30-day limit

Last updated 27 Oct 2026 · India

Short answer. Under section 61 of the Companies Act 2013, a limited company can increase its authorised share capital if its articles of association authorise it, by an ordinary resolution in a general meeting (unless the articles require a special resolution). Under section 64, the company must file Form SH-7 with the Registrar within 30 days of the alteration, attaching the resolution and the altered memorandum. The ROC fee and the stamp duty on the increase are paid with the form. Late filing attracts additional fees and a per-day penalty under section 64(2).

Step by step

Check the articles: do they allow an increase, and by which kind of resolution?
Board meeting: approve the proposal and call the general meeting (or EGM).
Pass the resolution and alter the capital clause of the memorandum.
File SH-7 within 30 days with the resolution, altered MoA and AoA (if changed).
If the articles needed changing first, file MGT-14 for that special resolution as well.

Common mistakes

Allotting shares beyond the old authorised capital before SH-7 is approved.
Forgetting the articles do not permit the increase.
Budgeting only the ROC fee; stamp duty on the increase is extra and depends on the state.

Not legal advice. This is a free explainer of the Companies Act 2013 and its rules; check the current text on India Code or MCA, or ask a company secretary.

Frequently asked questions

What is the time limit for filing SH-7?

30 days from the date the capital was altered (the resolution date).

Is a special resolution needed to increase authorised capital?

Not under section 61 itself: an ordinary resolution is enough if the articles authorise the increase, unless the articles ask for a special resolution.

Can shares be allotted before SH-7 is filed?

Allotment must stay within authorised capital, so complete the increase and SH-7 first.

Official sources

Not tax or legal advice. This is a free explainer of public rules; deadlines and rules can change by notification, so confirm on the official portal or with your CA before you file. Last checked 27 Oct 2026.

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