Resolution: Increase in Authorised Share Capital
Increase the authorised share capital of a company and alter the capital clause of its memorandum by a resolution of members.
What it is
A company can issue shares only up to its authorised capital. To issue more, it increases the authorised capital under Section 61 of the Companies Act, 2013, which also alters the capital clause of the memorandum under Section 13. The board first approves the proposal and calls a general meeting (or circulates for a resolution of members); the members then pass the resolution creating the new shares.
When it is used
- Before issuing new shares to investors or promoters.
- Before a bonus issue that would exceed the authorised capital.
- Restructuring the capital clause.
What the template covers
- Company name, CIN and meeting details
- Existing and new authorised capital
- Face value and number of new shares
- Class of shares
- Alteration of the capital clause
- Authorisation to file forms
Details you will need
The generator asks for the following. Fields marked with an asterisk in the form are required; the rest can be left blank and filled in later in Word.
Company
Company Name; CIN; Registered Office
Meeting
Meeting Type; Meeting Date; Place
Capital
Existing Authorised Capital (₹); New Authorised Capital (₹); Face Value per Share (₹); Number of New Shares Created; Share Type
Authentication
Chairman Name; Chairman DIN
Stamp duty, registration and filing
Section 61 requires an ordinary resolution where the articles authorise the increase; where the articles need to be altered, a special resolution is required and Form MGT-14 is filed within 30 days. Notice of the increase is filed in Form SH-7 within 30 days, with the fee and the stamp duty on the increased capital payable to the State. Check the current fee and stamp duty with the MCA fee calculator.
Generate the Resolution — Increase in Authorised Share Capital
Fill in the form and download the draft as a Word file. It is a general template, not legal or professional advice; have it reviewed for your facts before you sign or rely on it.
Need this checked against your facts, or the registration or filing that follows (e.g. the related MCA e-form)? Contact SKAG and Associates
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Frequently asked questions
Is a special resolution needed to increase authorised capital?
An ordinary resolution is enough if the articles authorise it. A special resolution is needed if the articles must also be changed.
Which form is filed with the ROC?
Form SH-7 within 30 days, and Form MGT-14 if a special resolution was passed.
Is stamp duty payable on increase in authorised capital?
Yes. Stamp duty on the increase is payable to the State where the registered office is located, through the MCA filing.
This page gives general information for reference only. Laws, stamp duty rates and filing requirements change and differ between States, so confirm the current position for your case. Related: all document templates · free tax calculators · compliance calendar and guides.