Company · Money in
We need more authorised capital before the round — what's involved?
The short answer
Authorised capital is the ceiling printed in your MoA — if the new round would push paid-up capital past it, raise the ceiling first. That takes an EGM ordinary resolution altering the capital clause, then SH-7 within 30 days with the revised MoA attached, plus stamp duty that varies by state. Only after SH-7 is approved does the allotment chain (PAS-3) have room to proceed.
What gets filed with MCA
Within 30 days of passing the ordinary or special resolution under Section 61.
Section 61, Companies Act 2013; Rule 15, Companies (Share Capital and Debentures) Rules 2014
Within 30 days of passing the resolution.
Section 117, Companies Act 2013
The paperwork nobody tells you about
Statutory formats that never touch the MCA portal — but an ROC inspection or due diligence will ask for every one of them.
Revised Clause V of the Memorandum reflecting the new authorised capital
Section 61, Companies Act 2013
Notice with explanatory statement and the members' resolution
Sections 101–102, Companies Act 2013
The sequence
- 1Board meeting: approve the increase and call the EGM
- 2EGM: pass the resolution altering the capital clause
- 3File SH-7 within 30 days with altered MoA and pay stamp duty
- 4Proceed with the allotment once the new ceiling is on record
Generate this paperwork now — free
Fill in your company details once and download formal, filing-ready drafts from the resolution studio.
Do it with us — or check it yourself first
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Questions founders actually ask
Is MGT-14 also needed?
For a plain authorised-capital increase an ordinary resolution suffices, so private companies generally do not file MGT-14 for it. MGT-14 enters when the same EGM passes special resolutions (e.g. altering articles or approving a private placement).
How much stamp duty will this cost?
It's state-specific — a percentage of the increase with state-wise caps and floors. The calculator linked below prices your state instantly.
Authorised vs paid-up — which one do investors care about?
Investors subscribe to paid-up capital; authorised capital is just the ceiling. Keeping a comfortable buffer avoids repeating this process mid-round.
Reviewed by Harun Raaj, Chartered Accountant
Founder, Harun Raaj & Associates. Last verified 2026-08-24 against MCA V3 records and ICSI reference material. Form-level deadlines and penalties live on the linked form pages and update there.