DEFINITION OF AUTHORISED CAPITAL:- Under Section 2(8) of the Companies Act, 2013, Authorised capital’ or ‘nominal capital’ means such capital which is authorised by the memorandum of a company to be the maximum amount of share capital of the company.


1. Authorisation must in the Consonance under Article of Association(AOA):- Increase of authorised capital, first need to check whether the company AOA contains provision for increase in authorise capital as it is first condition mentioned in the section 61 so it is authorise by the article then only company can increase its authorise capital. 

If AOA doesn’t contain the provision for increase in authorised capital, then first we have to alter the articles as per the provision of Section 14 of the Companies Act, 2013 after that we can proceed towards the increase in authorise capital.

 2.Calling of Board Meeting of Board of Directors (BOD):- BOD of the company in the board meeting discuss and approve the following:- Increase in Authorised Capital of the company subject to the approval of shareholders. 

Fixation of Date, Time, & Venue of the Extraordinary General Meeting (EGM) of the shareholders to get approval for increase in authorise capital; Approve and issue notice of EGM along with agenda & explanatory statement to all members, directors & auditor of the company. Authorise director or Company Secretary to issue notice of Extra-Ordinary General Meeting. 

3.Holding of Extraordinary General Meeting (EGM):- Call and hold the Extraordinary General Meeting (EGM) of the members on the Day, Date, Time, & Venue as decided by the board of directors in their board meeting and the pass the resolution for increase in authorise capital by passing ordinary resolution. 

4.Alteration in Memorandum of Association(MOA):- Alter the clause of authorise capital in the MOA of the Company.

 Mandatory MCA COMPLIANCE:- A limited company shall file form SH-7 with the Registrar of Company within the period of period of 30 days of such alteration along with the following attachment:- 

Copy of Board Resolution 

Copy of EGM Ordinary Resolution

Copy of Notice of EGM along with Explanatory Statement Copy of altered MOA.

Extract of the minutes of the meeting. 

The payment of stamp duty is to be made online depending upon the value of altered capital.

 In case of listed company, intimation to stock exchange to be made regarding the alteration of share capital.