Increasing the authorised capital of a Private Limited Company in India involves paying MCA ROC fees (starting at ₹5,000 for capital up to ₹1 lakh, scaling with slab rates), state-specific stamp duty on the altered Memorandum of Association, and professional/filing charges. The total cost typically ranges from ₹5,000 to ₹50,000+ depending on the amount of increase and your company's registered state. This guide is for founders, CFOs, and company secretaries of Pvt Ltd companies planning a capital restructuring in 2026.

What Is Authorised Capital?

Authorised capital (also called nominal or registered capital) is the maximum share capital a Private Limited Company is legally permitted to issue to shareholders, as stated in its Memorandum of Association (MOA). It is not the actual capital invested — it is merely the ceiling up to which a company can raise funds by issuing shares.

When a company needs to issue new shares beyond its current authorised limit — for funding rounds, ESOPs, or bringing in new investors — it must first increase its authorised capital by following the procedure under the Companies Act, 2013, and paying the applicable fees to the Ministry of Corporate Affairs (MCA).

What Are the Fee Components?

The total cost of increasing authorised capital for a Pvt Ltd company has three distinct components: MCA/ROC fees, state stamp duty, and professional charges. Each is mandatory and non-negotiable.

1. MCA ROC Filing Fees (Schedule of Fees)

The Registrar of Companies (ROC) charges a fee for filing Form SH-7 (Notice of Increase in Authorised Capital) based on the amount of increase in capital. These are the applicable slab rates under the Companies (Registration Offices and Fees) Rules, 2014:

Nominal Share Capital (Increase)	ROC Fee
Up to ₹1,00,000	₹5,000
Above ₹1,00,000 up to ₹5,00,000	₹5,000 + ₹400 per ₹10,000 or part thereof above ₹1,00,000
Above ₹5,00,000 up to ₹10,00,000	₹21,000 + ₹300 per ₹10,000 or part thereof above ₹5,00,000
Above ₹10,00,000 up to ₹50,00,000	₹36,000 + ₹200 per ₹10,000 or part thereof above ₹10,00,000
Above ₹50,00,000 up to ₹1,00,00,000	₹1,16,000 + ₹100 per ₹10,000 or part thereof above ₹50,00,000
Above ₹1,00,00,000	₹1,66,000 + ₹75 per ₹10,000 or part thereof above ₹1,00,00,000

Important: The ROC fee above is calculated on the increased amount, not the total authorised capital post-increase.

2. Stamp Duty on MOA Alteration

Once the ROC filing is done, the company must also pay stamp duty on the altered Memorandum of Association. Stamp duty is a state subject under the Indian Constitution, so the rates differ significantly from state to state.

State	Stamp Duty Rate	Basis
Maharashtra	0.2% of the increase	On the amount of increase in authorised capital
Delhi	0.15% of the increase	On the amount of increase in authorised capital
Karnataka	0.15% of the increase	On the amount of increase in authorised capital
Tamil Nadu	0.5% of the increase	On the amount of increase in authorised capital
Gujarat	0.1% of the increase	On the amount of increase in authorised capital
Uttar Pradesh	0.1% of the increase	On the amount of increase in authorised capital
West Bengal	0.2% of the increase	On the amount of increase in authorised capital

For accurate state-wise rates, refer to Taxocity's detailed guides: stamp duty in Maharashtra, stamp duty in Delhi, stamp duty in Karnataka, stamp duty in Tamil Nadu, and a complete state-wise comparison.

3. Professional / CA / CS Charges

A Chartered Accountant or Company Secretary must draft board resolutions, shareholder resolutions (if required), altered MOA, and file Form SH-7 and MGT-14 with the ROC. Professional fees typically range from ₹3,000 to ₹15,000 depending on the complexity, the amount of increase, and whether an EGM (Extraordinary General Meeting) needs to be convened.

How Much Does It Cost in Total?

The total authorised capital increase fees for a Pvt Ltd company depend on the quantum of increase and the state of registration. Here is a practical estimate for common scenarios:

Increase Amount	ROC Fee	Stamp Duty (Maharashtra ~0.2%)	Professional Fee	Estimated Total
₹5 Lakh	₹5,000	₹1,000	₹3,000 – ₹6,000	₹9,000 – ₹12,000
₹50 Lakh	₹36,000+	₹10,000	₹5,000 – ₹10,000	₹51,000 – ₹56,000
₹1 Crore	₹1,16,000	₹20,000	₹8,000 – ₹15,000	₹1,44,000 – ₹1,51,000
₹5 Crore	₹1,66,000 + ₹75 per ₹10K above ₹1 Cr	₹1,00,000 (varies by state)	₹10,000 – ₹20,000	Varies significantly

Note: These are indicative figures. Actual costs will vary based on the state of registration, professional rates, and whether additional resolutions or filings are required.

Steps to Increase Authorised Capital (2026)

The procedure to increase authorised capital in a Pvt Ltd company is governed by Sections 61 and 64 of the Companies Act, 2013. Here is the complete process:

1. Review Articles of Association (AOA): Confirm that the AOA authorises the board to increase authorised capital. If not, the AOA must be amended first (via special resolution).
2. Convene Board Meeting: Pass a board resolution to increase authorised capital and fix the date of an Extraordinary General Meeting (EGM), or pass resolution via postal ballot if applicable.
3. Hold EGM and Pass Ordinary Resolution: An ordinary resolution by shareholders is sufficient for increasing authorised capital (unless the AOA mandates a special resolution).
4. File Form MGT-14: File the ordinary/special resolution with the ROC within 30 days of passing.
5. Alter the Memorandum of Association (MOA): Update Clause V (Capital Clause) of the MOA to reflect the new authorised capital.
6. Pay Stamp Duty: Pay the applicable state stamp duty on the altered MOA before or at the time of filing.
7. File Form SH-7: File the notice of increase in authorised capital with the ROC within 30 days of passing the resolution, along with the ROC fees.
8. Receive Updated Certificate: The ROC updates the company's records. The new authorised capital is reflected in the MCA portal.

Missing the 30-day deadline for filing Form SH-7 or MGT-14 attracts additional late filing penalties under the Companies Act, 2013. Learn more about company-related fees and charges in India.

Key Forms Required

Form	Purpose	Filing Deadline
Form SH-7	Notice of increase in authorised share capital	Within 30 days of passing resolution
Form MGT-14	Filing of resolution passed at EGM/board meeting	Within 30 days of passing resolution
Altered MOA	Updated Memorandum with new capital clause	Along with SH-7

What Are the Late Filing Penalties?

If Form SH-7 or MGT-14 is filed after the 30-day deadline, the company and every officer in default are liable to a penalty under Section 64(2) and Section 117(2) of the Companies Act, 2013. As of 2026, the penalty for late filing of MGT-14 is ₹1 lakh for the company and ₹50,000 per officer per default. Late SH-7 filings attract the standard MCA additional fee, which is a multiple of the normal ROC fee based on the delay period:

Delay Period	Additional Fee (Multiple of Normal Fee)
Up to 30 days beyond deadline	2x
31 to 60 days	4x
61 to 90 days	6x
91 to 180 days	10x
Beyond 180 days	12x

Timely filing is not just good practice — it directly protects your directors from personal liability.

When Should a Pvt Ltd Increase Authorised Capital?

• Before a funding round: Investors require sufficient authorised capital to allot new equity shares.
• Issuing ESOPs: Employee Stock Option Plans require an ESOP pool, which needs adequate authorised capital.
• Bonus share issuance: Converting reserves into equity requires headroom in authorised capital.
• Converting debt to equity: Lenders converting loans to shares need the capital ceiling to be high enough.
• Bringing in new co-founders or strategic partners.

How Taxocity Helps with Capital Increase

Taxocity, with over 3 decades of experience in company law compliance, offers end-to-end assistance for authorised capital increases — from drafting resolutions and altered MOA to calculating exact stamp duty for your state and filing Forms SH-7 and MGT-14 with the ROC.

• 100% compliance guarantee on all filings
• Real human experts (Company Secretaries and CAs) assigned to your case
• Transparent pricing with no hidden charges
• Timely filing to avoid penalties and late fees
• Complete support from Private Limited Company registration to ongoing compliance

Rated 4.8/5 from 5,000+ verified client reviews, Taxocity is India's trusted compliance partner for startups and growing businesses.

Key Takeaways

1. Authorised capital increase fees comprise three parts: MCA ROC fee (Form SH-7), state stamp duty on altered MOA, and professional/filing charges.
2. ROC fees start at ₹5,000 for an increase up to ₹1 lakh and scale progressively with the amount.
3. Stamp duty varies by state — Tamil Nadu charges 0.5%, while Gujarat and UP charge 0.1%.
4. The process involves a board resolution, EGM, altered MOA, and filings (SH-7 + MGT-14) within 30 days.
5. Late filings attract additional fees of 2x to 12x the normal fee, plus personal penalties on directors.
6. Always plan your authorised capital increase well before a funding round or ESOP grant.

Frequently Asked Questions

Is an ordinary or special resolution needed to increase authorised capital?

An ordinary resolution (simple majority) is sufficient to increase authorised capital under Section 61 of the Companies Act, 2013, unless the Articles of Association specifically require a special resolution. Always review your AOA before calling the EGM.

Can authorised capital be less than paid-up capital?

No. Authorised capital must always be equal to or greater than paid-up capital. If a company wants to issue shares that would push paid-up capital above the authorised limit, the authorised capital must be increased first.

How long does the process take?

The entire process — from convening the board meeting to receiving the updated MCA records — typically takes 15 to 25 working days, provided all documents are in order and there are no ROC queries.

Can the process be done online?

Yes. Form SH-7 and MGT-14 are filed entirely online through the MCA V3 portal using a Director's Digital Signature Certificate (DSC). Stamp duty payment, however, depends on the state — some states allow e-stamping while others require physical stamp papers.

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Disclaimer: This article is for general informational purposes only and does not constitute legal, financial, or tax advice. Fee structures, stamp duty rates, and procedural requirements are subject to change by the Ministry of Corporate Affairs or state governments. Please consult a qualified Company Secretary or Chartered Accountant before taking any action related to your company's capital structure.