When a private or public limited company needs to increase its authorised capital, it must pay ROC (Registrar of Companies) fees for filing Form SH-7 with the Ministry of Corporate Affairs (MCA). These fees follow a slab-based structure under the Companies (Registration Offices and Fees) Rules, 2014, and range from ₹5,000 to ₹2,00,000 depending on the total authorised capital after the increase. In addition, companies must pay stamp duty (which varies by state) and filing fees for Form MGT-14. As of July 2026, Taxocity's compliance experts help hundreds of companies complete this process end-to-end with a 100% compliance guarantee.

• ROC fee slab ranges from ₹5,000 (up to ₹1 lakh capital) to ₹2,00,000 (above ₹500 crore)
• Two MCA forms are required: SH-7 (capital increase) and MGT-14 (special resolution)
• State-level stamp duty applies separately and varies across India

What is an Increase in Authorised Capital?

Authorised capital is the maximum share capital a company is legally permitted to issue to shareholders, as stated in its Memorandum of Association (MoA). When a company needs to issue more shares beyond this limit, it must first increase its authorised capital by passing a special resolution and filing the necessary forms with the Registrar of Companies (ROC) under the Ministry of Corporate Affairs (MCA).

This process is governed by Section 61 of the Companies Act, 2013, and involves amending the capital clause of the MoA. The entire procedure includes a board meeting, an Extraordinary General Meeting (EGM) or postal ballot, and e-form filings on the MCA portal.

ROC Fee Slab for Increase in Authorised Capital

As per the Companies (Registration Offices and Fees) Rules, 2014, the ROC fees for Form SH-7 are calculated on the total authorised capital after the increase (not just the incremental amount). The applicable slab rates as of 2026 are outlined below:

Authorised Capital (After Increase)	ROC Fee (Form SH-7)
Up to ₹1,00,000	₹5,000
More than ₹1 lakh and up to ₹5 lakh	₹5,000 + ₹4,000 for every ₹10,000 or part thereof above ₹1 lakh
More than ₹5 lakh and up to ₹50 lakh	₹21,000 + ₹3,000 for every ₹10,000 or part thereof above ₹5 lakh
More than ₹50 lakh and up to ₹1 crore	₹1,56,000 + ₹2,000 for every ₹10,000 or part thereof above ₹50 lakh
More than ₹1 crore	₹2,56,000 + ₹1,000 for every ₹10,000 or part thereof above ₹1 crore (subject to a maximum fee of ₹2,00,00,000)

Note: The fee is computed on the total authorised capital post-increase, not only the incremental capital. This is a common point of confusion — always verify the cumulative authorised capital figure before calculating fees.

Fee for Form MGT-14 (Special Resolution)

Along with Form SH-7, companies must separately file Form MGT-14 to register the special resolution passed at the EGM or through postal ballot. The fee for MGT-14 is a flat filing fee based on the company's authorised capital at the time of filing, as per the MCA fee schedule under Schedule X of the Companies Act, 2013.

Authorised Capital	MGT-14 Filing Fee
Less than ₹1,00,000	₹200
₹1,00,000 to ₹4,99,999	₹300
₹5,00,000 to ₹24,99,999	₹400
₹25,00,000 to ₹99,99,999	₹500
₹1,00,00,000 or more	₹600

Stamp Duty on Increase in Authorised Capital

In addition to ROC fees, companies must pay stamp duty on the increase in authorised capital. This is a state subject and the rate varies significantly across different states in India. Stamp duty is generally levied on the incremental amount of authorised capital (the increase), not the total capital.

Here are some indicative stamp duty rates for reference:

State	Stamp Duty Rate (Approx.)
Maharashtra	0.2% of the increase in authorised capital (minimum ₹1,000)
Delhi	0.15% of the increase in authorised capital
Karnataka	0.15% of the increase in authorised capital
Tamil Nadu	0.1% of the increase in authorised capital
Rajasthan / Gujarat / Others	Varies – typically 0.1% to 0.5%

For state-specific stamp duty details, refer to Taxocity's dedicated guides:

• Stamp Duty on Increase in Authorised Capital in Maharashtra
• Stamp Duty on Increase in Authorised Capital in Delhi
• Stamp Duty on Increase in Authorised Capital in Karnataka
• Stamp Duty on Increase in Authorised Capital in Tamil Nadu
• Stamp Duty in All States – India

What is the Total Cost? (Example Calculation)

To understand the complete cost, consider a company incorporated in Maharashtra that wants to increase its authorised capital from ₹10 lakh to ₹50 lakh (an increase of ₹40 lakh). The total authorised capital after increase = ₹50 lakh.

Component	Amount (Approx.)
ROC Fee (Form SH-7) on ₹50 lakh total capital	~₹1,56,000 (as per slab)
MGT-14 Filing Fee	₹500
Stamp Duty (Maharashtra @0.2% on ₹40 lakh increase)	₹8,000
Professional Fees (CA/CS)	Variable (contact Taxocity for exact quote)
Total Government Fees (Approx.)	~₹1,64,500

The example above illustrates why it is critical to plan your authorised capital strategically at the time of private limited company registration. Keeping a higher initial authorised capital can save significant ROC fees and procedural costs later.

Steps to Increase Authorised Capital (2026)

The process of increasing authorised capital involves multiple statutory steps under the Companies Act, 2013:

1. Review the Articles of Association (AoA): Confirm that the AoA permits an increase in authorised capital. If not, amend the AoA first.
2. Hold a Board Meeting: Pass a board resolution to convene an EGM (or initiate postal ballot) for shareholder approval.
3. Issue EGM Notice: Send notice to all shareholders at least 21 days before the EGM (or shorter notice with consent).
4. Pass Special Resolution at EGM: Shareholders must approve the increase in authorised capital by a special resolution (75% majority).
5. File Form MGT-14: File the special resolution with the ROC within 30 days of passing the resolution.
6. Pay Stamp Duty: Pay applicable stamp duty as per the state of incorporation.
7. File Form SH-7: File Form SH-7 with the ROC along with the altered MoA within 30 days of passing the resolution, paying the ROC fees as per the slab.
8. Receive Acknowledgement: Once processed, the updated authorised capital is reflected in the MCA master data.

Documents Required for Filing

• Altered Memorandum of Association (MoA)
• Copy of the Special Resolution passed at EGM
• Notice of EGM and Explanatory Statement
• Certified copy of Board Resolution
• Stamp duty payment receipt
• Director's DSC (Digital Signature Certificate) for e-filing

What if You File Late?

Filing Form SH-7 or MGT-14 after the 30-day deadline attracts additional late fees under the MCA's additional fee schedule. The additional fee is typically 12 times the normal fee for delays beyond 360 days. For smaller delays, a graduated multiplier applies (2x, 4x, 6x, 8x, 10x) depending on the period of delay.

Timely filing is therefore critical. Taxocity's compliance team tracks all deadlines proactively, ensuring your filings are never delayed and your company avoids unnecessary penalties.

Why Choose Taxocity for Authorised Capital Increase?

With over 3 decades of experience in corporate compliance, Taxocity offers end-to-end support for increasing your company's authorised capital, handling everything from board resolution drafting to ROC filing and stamp duty payment. Our 4.8/5 rating from 5,000+ clients is built on delivering 100% compliance and zero filing errors.

• Expert CA and CS professionals manage your entire filing process
• State-specific stamp duty guidance for all 28 states and UTs
• 100% compliance guarantee with no hidden charges
• Dedicated relationship manager and real human support at every step
• Fast turnaround, keeping you within statutory timelines

Talk to a Compliance Expert Today and get a precise cost estimate for your company's authorised capital increase.

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Disclaimer: This article is intended for general informational purposes only and does not constitute tax, legal, or financial advice. ROC fees, stamp duty rates, and procedural requirements may be amended by the Ministry of Corporate Affairs or state governments from time to time. Please consult a qualified Chartered Accountant, Company Secretary, or legal advisor before taking any action based on the information provided herein.