Increase in Authorised Share Capital
In short
Authorised capital is the maximum share capital a company can issue. To raise it, the company passes a board resolution and an ordinary resolution of shareholders (if the articles permit), alters the capital clause of its MoA and files Form SH-7 with the ROC within 30 days, paying the ROC fee and stamp duty on the increase.
Overview
You need to increase authorised capital before issuing new shares beyond the current limit, for example when bringing in an investor or co-founder.
Key requirements
- Authority in the articles of association
- Board and shareholder approval
Documents required
- Board resolution
- Notice of general meeting
- Ordinary resolution
- Altered MoA
We share an exact checklist for your case before you start, since requirements vary with the structure and the people involved.
Process
Resolutions
We draft the board and shareholder resolutions.
Meeting
The general meeting is held and the resolution passed.
Filing
Form SH-7 is filed with the altered MoA within 30 days.
What KNAP Advisory handles
- Resolutions and notices
- Altered MoA
- SH-7 filing
- Fee and stamp duty computation
Frequently asked questions
Is increasing authorised capital the same as issuing shares?
No. It only raises the ceiling. Issuing shares, for example through a rights issue or private placement, is a separate process with its own filings.