Authorised Capital Increase Fee Calculator

How much does it cost to increase authorised capital?

Authorised capital, and when you need to raise it

Authorised capital is the ceiling in the capital clause of the memorandum. The company can issue shares up to that ceiling and no further. It is not money paid in. Paid up capital is what shareholders have actually paid for shares issued.

A company has to raise the ceiling before it issues shares beyond it. The usual triggers are:

• a new equity round, or a fresh FDI tranche from a foreign parent;
• a rights issue to existing shareholders;
• conversion of a loan from the parent into equity;
• compulsorily convertible preference shares or debentures that will convert into equity;
• an ESOP pool or sweat equity issue.

ROC fee for increasing authorised capital

The fee is set by the Table of Fees under the Companies (Registration Offices and Fees) Rules, 2014. For a notice of increase, the fee is the difference between the fee on the increased capital and the fee on the existing capital, both at the rates in force on the filing date.

Scale for One Person Companies and small companies

Scale for other companies, including subsidiaries

Fee for common increases

Two results surprise people. A small company going from ₹1 lakh to ₹10 lakh pays no ROC fee, because both figures sit in the flat ₹2,000 band. A small company that crosses ₹50 lakh pays the other company scale on the new capital, which is why the ₹40 lakh to ₹1 crore increase costs ₹1,44,000.

Stamp duty on an increase in authorised capital, state by state

Stamp duty follows the state of the registered office and is paid with SH-7 through MCA21. Many states charge nothing on an increase. Others charge a percentage of the increase, a per unit rate, or the duty on the new total less duty already paid.

Where a state caps total stamp duty, duty already paid on the existing capital counts towards the cap. The Supreme Court confirmed this for Maharashtra on 5 April 2024. The tool counts duty on the existing capital at today's rates, so a company that paid less in earlier years may see a higher challan.

Late filing: additional fee and penalty

SH-7 is due within 30 days of the members' resolution. A late filing attracts an additional fee of 2.5% of the ROC fee for each month or part of a month, for up to six months, and 3% a month after that. For a ₹31,000 ROC fee, the additional fee works out as follows:

The additional fee is separate from the penalty under section 64(2): ₹500 for each day of default, up to ₹5 lakh for the company and ₹1 lakh for each officer in default. The Registrar can adjudicate that penalty even after SH-7 is filed.

Procedure to increase authorised capital

1. Check the articles. Section 61 lets members increase capital by ordinary resolution if the articles allow it. If they do not, first amend the articles by special resolution and file MGT-14.
2. Board meeting. The board approves the increase, the altered capital clause and the notice of the general meeting.
3. General meeting. Members pass the resolution. A private company can hold it at shorter notice with the consent of members under section 101.
4. Alter the memorandum. Substitute the capital clause, and the articles too if they state the capital.
5. File SH-7 within 30 days. Attach the resolution, the altered memorandum and any altered articles, and pay the ROC fee and stamp duty.
6. Update the records. Once SH-7 is approved, the company can issue shares up to the new ceiling and file the allotment returns, such as PAS-3 and, for a foreign investor, FC-GPR.

Documents for Form SH-7

• A certified copy of the members' resolution for the increase.
• The altered memorandum of association, with the new capital clause.
• The altered articles of association, where they state the capital.
• The notice of the general meeting with the explanatory statement, as an optional attachment.

Small company status and which scale applies

The lower scale is for One Person Companies and small companies. A small company is a private company with paid up capital up to ₹10 crore and turnover up to ₹100 crore, limits in force from 1 December 2025 under section 2(85). The definition excludes holding companies, subsidiary companies, Section 8 companies and companies governed by a special Act. An Indian subsidiary of a foreign company is a subsidiary, so it always pays the other company scale.

Ways to keep the cost down

• Size the first increase for the next round. Two small increases cost more in fees and paperwork than one planned increase.
• Incorporate at the capital you will need. Incorporation up to ₹15 lakh carries no MCA fee, while a later increase to the same figure does.
• Know your state. Haryana, Uttar Pradesh, Tamil Nadu, Punjab and Kerala charge no stamp duty on an increase. Delhi charges 0.15% and Maharashtra 0.3%: ₹6,000 and ₹12,000 for an increase from ₹10 lakh to ₹50 lakh.
• File on time. The additional fee and the section 64 penalty both run from the 30 day deadline.

Scope and assumptions

The tool covers an increase in authorised share capital filed on Form SH-7. It does not cover consolidation, sub division or reclassification of shares, or a company without share capital. Gujarat, Madhya Pradesh, Bihar and Chhattisgarh charge duty on the new total less duty on the existing capital. Sikkim, Ladakh, and Dadra and Nagar Haveli and Daman and Diu have no published figures here.

Official references

• Companies (Registration Offices and Fees) Rules, 2014, Table of Fees as substituted by G.S.R. 48(E) of 20 January 2018
• Companies Act, 2013, sections 2(85), 13, 14, 61, 64 and 101; Companies (Share Capital and Debentures) Rules, 2014, rule 15
• State stamp Acts and schedules; Supreme Court of India, State of Maharashtra v National Organic Chemical Industries, 5 April 2024

Sources checked 26 Oct 2026. Confirm the challan on MCA21 before you pay.