Query in increase in authorised share capital of a company

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sowjanyapulavarthy (Querist)
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28 January 2015 There is a increase in Authorised Share capital of a company on 31/03/2014 and whether now it can be filed with ROC? if not please post what to do?

CA Anjana Grover

CA Anjana Grover (Expert)
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28 January 2015
ROC Form filing: File form SH-7 within 30 days of passing of Ordinary Resolution with the concerned Registrar of Companies, with prescribed fees and along with following attachments as desired by section 64:

a. Notice of EGM;

b. Certified True copy of Ordinary Resolution;

c. Altered Memorandum of Association.

Concerned Registrar of Companies (ROC) will check the E-forms and attached documents and will approve the increase in authorize share capital.

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sowjanyapulavarthy

sowjanyapulavarthy (Querist)
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28 January 2015 If it is not filed what is the procedure to follow?

Aashok Kumar Sharma

Aashok Kumar Sharma

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10 August 2024 If a company has increased its authorized share capital on 31/03/2014 and has not yet filed the necessary documents with the Registrar of Companies (ROC), the following steps should be taken:

### **Steps for Filing Increase in Authorized Share Capital**

1. **Preparation of Board Resolution:**
- Ensure that the increase in authorized share capital was approved by the Board of Directors through a board resolution. If not already done, convene a board meeting and pass the resolution for the increase in authorized share capital.

2. **Approval by Shareholders:**
- A general meeting of the shareholders should have been held to approve the increase in authorized share capital. This is usually done through a special resolution passed at an Extraordinary General Meeting (EGM) or Annual General Meeting (AGM). Ensure that the resolution was passed and documented correctly.

3. **Filing with ROC:**
- **Form SH-7:** File Form SH-7 with the ROC. This form is used to notify the ROC of the change in authorized share capital. The form needs to be filed within 30 days from the date of passing the resolution. However, if the 30-day period has lapsed, the company can still file the form with additional fees and a possible late fee.
- **Attachments:** Ensure that the following documents are attached with Form SH-7:
- Copy of the board resolution
- Copy of the special resolution passed by the shareholders
- Updated Memorandum of Association (MOA) reflecting the increased capital (if applicable)
- Any other relevant documents as specified by the ROC

4. **Additional Filing Requirements (if applicable):**
- **Form MGT-14:** In some cases, you may also need to file Form MGT-14 to register the special resolution passed in the general meeting, especially if it is related to changes in the company's MOA or AOA.

5. **Late Filing Procedure:**
- If the filing is being done after the prescribed time limit (i.e., 30 days from the date of the resolution), ensure that the appropriate late fee is paid. The Companies Act, 2013 provides for payment of additional fees for delayed filing.
- **Additional Fee:** Calculate and pay the additional fee for the delayed filing as per the provisions of the Companies Act and the ROC guidelines.

6. **Submission of Documents:**
- Submit the completed Form SH-7, along with the necessary attachments, to the ROC through the MCA21 portal. Ensure that all documents are correctly filled and verified.

7. **Follow-Up:**
- Monitor the status of the submission through the MCA21 portal. Ensure that the ROC has processed and approved the filing. Any discrepancies or additional requirements should be addressed promptly.

### **Summary**

If the increase in authorized share capital has not been filed with the ROC, you should promptly prepare and file Form SH-7 along with the necessary documents. If the filing is delayed, ensure to pay the additional fee and follow up to ensure compliance with the legal requirements. If you need further assistance, consulting with a company secretary or legal advisor can provide additional guidance tailored to your situation.

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