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Planning to scale operations, bring in venture capital, or issue new shares? You cannot issue shares beyond your company’s Authorized Capital. Increasing this limit is the first legal step to raising equity funds.
It is the maximum value of share capital that a company is legally authorized to issue to its shareholders, as stated in the Capital Clause of its Memorandum of Association (MOA).
Legally permits the company to issue new shares and raise capital from promoters, angel investors, or VCs.
A higher authorized capital signals scalability and readiness to accept substantial investments.
Necessary if the company plans to issue bonus shares to existing shareholders.
Check AOA: Ensure the Articles of Association (AOA) contain a provision allowing an increase in authorized capital. If not, amend the AOA first.
Board Resolution: Convene a Board Meeting to propose the increase and schedule an Extraordinary General Meeting (EGM).
Shareholder Approval: Pass an Ordinary Resolution at the EGM to alter the MOA’s capital clause.
Filing Form SH-7: File Form SH-7 with the MCA within 30 days of passing the resolution, along with the amended MOA/AOA and payment of the requisite ROC
fees/stamp duty.
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