Increase the Authorised Capital of a Private Limited Company

No. Rule 25A of the Companies (Incorporation) Rules, 2014 prohibits this. You must first file Form INC-22A to regularise the status. The MCA system will automatically reject SH-7 filings from non-compliant companies.

A director other than the authorised one must sign the CTC. This maintains proper internal control and compliance with corporate governance norms. Ideally, have two directors sign for added authenticity.

No, a postal vote is not mandatory for increasing authorised capital. This business is typically transacted at a General Meeting. While Section 110 allows for a postal ballot, the increase of authorised share capital is not a mandatory item for a postal ballot under Rule 22 of the Companies (Management and Administration) Rules, 2014.

If your AOA specifies exact capital structure (not just the total amount), any change requires Special Resolution under Section 14, even for routine increases. This adds the Form MGT-14 filing requirement.

No, for capital increase decisions, the board resolution should be passed at a properly convened meeting with requisite quorum, not through circulation under Section 175.

Section 2(8) defines it as the maximum share capital a company can legally issue to shareholders, as specified in the MOA's Capital Clause. This represents the legal ceiling for share issuance and cannot be exceeded without a formal increase.

Paid-up capital cannot exceed authorised capital legally. Companies that have reached their ceiling must raise it before issuing new shares for expansion or to attract investors. This is a mandatory prerequisite for any equity fundraising beyond the existing limit.

Authorised capital is the maximum permitted limit specified in the MOA, while paid-up capital represents actual money received from shareholders against issued shares. The authorised capital is the ceiling, and the paid-up capital is the actual funds raised within that ceiling.

Section 61 of the Companies Act 2013 empowers limited companies to alter their share capital, including increasing authorised capital. This section provides the legal framework for various capital alterations, including increases, consolidations, subdivisions, and cancellations.

Ordinary Resolution suffices under Section 61 for capital increase. A Special Resolution is needed only if the AOA lacks an alteration provision. The type of resolution determines the voting threshold: simple majority for Ordinary, and 75% for Special.

No, MGT-14 isn't necessary for Ordinary Resolution under Section 61. File only if the Special Resolution is passed for the AOA amendment. This distinction is crucial for understanding filing requirements and associated costs.

Form SH-7 must be filed per Section 64 within 30 days of passing the resolution for capital alteration. In the MCA V3 portal, this form now includes an integrated e-MOA module for direct electronic alteration of the memorandum.

30 days from the resolution date. Delay attracts additional fees, including a late filing penalty. The timeline runs from the date the resolution is passed, not from the meeting date.

Section 64(2), as amended, prescribes a penalty of ₹500 per day during the continuance of default, a maximum of ₹5 lakhs for the company and ₹1 lakh for officers in default. The Companies (Amendment) Act, 2020, revised the penalty structure to reduce the burden while maintaining compliance discipline.

Certified copies of the Ordinary Resolution, EGM notice with explanatory statement. The altered MOA is now electronically filed via the integrated e-MOA module in Form SH-7 on the V3 portal, rather than as a separate attachment.

The MCA V3 portal has integrated the MOA alteration directly into Form SH-7. When you select "Yes" to Field 16, asking "Whether the memorandum of association has been altered?", the system activates an e-MOA module where you enter all MOA clauses electronically. The system generates separate PDF files for Form SH-7 and e-MOA, which you must download, digitally sign individually with DSC, and re-upload. This replaces the previous manual process of preparing and attaching a separate, altered MOA document.

No, under the MCA V3 system, you don't prepare a separate altered MOA document. The entire MOA is entered electronically within Form SH-7's integrated e-MOA module. While you may attach a reference copy as supporting documentation, the legally operative alteration happens through the e-MOA module, not through a manually prepared document.

Fees based on differential calculation - fee on new capital minus fee on existing capital at prevailing rates. The calculation uses the fee schedule prescribed in Companies (Registration Offices and Fees) Rules, 2014.

Yes, state-specific rates apply. Delhi charges 0.15%, capped at ₹25 lakhs; Maharashtra charges 0.20%, capped at ₹50 lakhs. Stamp duty is calculated and paid electronically via the MCA portal after the SRN is generated.

The Companies (Registration Offices & Fees) Rules provide concessions on ROC fees for Small Companies and OPCs. Small companies enjoy significantly reduced fees up to ₹50 lakhs paid-up capital.

Yes, with 95% member consent for shorter notice under Section 101, the method reduces from 35 to 15 days. This requires careful planning and member coordination to achieve the necessary consent threshold.

From the date the Ordinary Resolution passes, though ROC approval confirms registration and updates the Company Master Data. The legal effect is immediate upon resolution, but practical implementation requires ROC confirmation.

Yes, either AGM or EGM can authorise. At the AGM, it's treated as Special Business and requires an explanatory statement. Many companies prefer to combine this with their annual meeting to save time and costs.

Yes, unlimited increases permitted following the Section 61 procedure each time with fresh resolutions and filings. There's no restriction on frequency, though each increase requires a complete compliance process.

Section 61 permits consolidation or subdivision alongside an increase. Included in the resolution and Form SH-7. The e-MOA module allows for such comprehensive changes within the same filing.

No, specific resolution required to alter MOA's Clause V reflecting new authorised capital and share division. The amendment is now done electronically through the e-MOA module in Form SH-7.

No, increase only raises the ceiling. Actual share issuance requires a separate Board resolution under Section 62. The increase provides capacity but doesn't mandate immediate issuance.

Legally impossible - shares cannot be issued beyond the authorised capital limit, making an increase prerequisite. Any attempt to issue shares beyond authorised capital would be void ab initio.

Existing shares remain unaffected. Increase creates headroom for future issuance without diluting current holdings immediately. Actual dilution occurs only when new shares are issued, not when capital is increased.

Yes, a Company Secretary or CA certification is required for forms. Professional expertise ensures accuracy and compliance, especially important with the V3 portal's e-MOA requirements.

Check the Company Master Data on the MCA public portal after the ROC approves Form SH-7 for confirmation. The update typically reflects within 2-3 working days of approval.

Section 15 mandates noting every alteration in all MOA copies. Non-compliance attracts penalties. This requirement persists despite electronic filing through the V3 portal.

Yes, increase authorised capital first, then convert debt under Section 62(3) by issuing shares to lenders. This two-step process ensures compliance with both capital and securities regulations.

Remove restrictive clauses via Special Resolution under Section 14 before proceeding with the Section 61 increase. This requires additional compliance but enables future flexibility.

No impact on balance sheet or net worth until actual share issuance and funds receipt increase paid-up capital. The increase affects only the fundraising potential, not the exact financial position.