Form SH-7 — Notice of Change in Share Capital

How to file

Step-by-step process — from trigger event to ROC approval.

1. 01
   Plan the capital structure ahead of the funding round

   Determine the target authorised capital sufficient for the round plus reasonable headroom for the next 12–18 months. Confirm the Articles authorise the alteration — if not, a Section 14 special resolution to amend AoA must come first. Estimate stamp duty in the relevant state (use the SH-7 fee calculator + state stamp calculator).

2. 02
   Pass the resolution (ordinary or special depending on AoA)

   Convene a board meeting to propose the increase and call the EGM. At the EGM (with 21 clear days' notice or shorter with 95% consent), pass an ordinary resolution under Section 61(1)(a) — or a special resolution if the AoA requires. Record in minutes within 30 days per SS-2.

3. 03
   Pay stamp duty on the increase

   Stamp duty is paid via the state e-stamping portal (e.g., Karnataka — KAVERI; Maharashtra — IGRMaharashtra). The duty is calculated on the increase in authorised capital. Some states cap the duty; others do not. Get the e-stamp certificate before uploading SH-7.

4. 04
   Prepare the altered MoA

   Update Clause V (Capital Clause) of the MoA to reflect the new authorised capital. Attach as a certified true copy. The altered MoA replaces the previous one in the company's statutory records and must be issued to shareholders on request.

5. 05
   File MGT-14 if the resolution was special

   If the resolution was a special resolution (because AoA required it, or because the alteration also amended AoA), file MGT-14 within 30 days. SH-7 and MGT-14 share the resolution date as the trigger.

6. 06
   File SH-7 within 30 days

   Download SH-7 from MCA21 V3. Enter CIN, type of alteration (increase / sub-division / consolidation / redenomination / reclassification), pre- and post-alteration capital, resolution date and type. Attach altered MoA, certified resolution, notice with explanatory statement, and stamp duty challan. Affix Class 3 DSCs of a director and the certifying professional. Upload, pay the slab fee plus the per-₹10,000 increase fee.

7. 07
   Update internal records and follow up with PAS-3

   Once SH-7 is approved, update the company's statutory records to reflect the higher authorised capital. Subsequent allotments under the new headroom are filed via PAS-3 within 30 days of each allotment.

Attachments required

Documents to prepare before opening the e-form.

• Altered Memorandum of Association reflecting the new authorised capital in Clause V
• Certified true copy of the ordinary/special resolution
• Notice of the meeting at which the resolution was passed, with the Section 102 explanatory statement
• Altered Articles of Association (only if the authorisation to alter capital required an AoA amendment)
• Tribunal order — for Section 66 capital reduction filings (separate process)
• Minutes of the meeting at which the resolution was passed (kept ready; not always required as an attachment)

Common pitfalls

Where filings get rejected, delayed, or flagged in due diligence.

• Filing SH-7 without confirming that the AoA authorises the alteration — Section 61(1)(a) increase requires that the Articles permit it. If they don't, a special resolution under Section 14 to amend AoA must precede, and that triggers a separate MGT-14.
• Underestimating stamp duty — Karnataka, Maharashtra, Delhi and other states levy ad valorem stamp duty on the increase in authorised capital. A ₹10 crore increase in Karnataka can attract several lakhs of stamp duty paid via e-stamping before SH-7 upload.
• Filing SH-7 in advance of a planned funding round and then not completing the capital infusion — the higher authorised capital does not lapse, but the company still bears the stamp duty cost.
• Forgetting that an alteration of capital (sub-division, consolidation, redenomination under Section 61(1)(b)–(d)) also requires SH-7 — these are commonly thought to be 'internal' changes but every Clause V alteration triggers ROC notice.
• Filing SH-7 for a Section 66 reduction without the NCLT order — reduction of share capital is a Tribunal-confirmed process, not a members' resolution. SH-7 is filed after the NCLT order with the certified order copy attached.
• Filing SH-7 without first filing MGT-14 — the special resolution for a Section 61 alteration (where the AoA required amendment) must be filed in MGT-14 within 30 days; SH-7 follows. Both share the 30-day clock from the resolution date.

Frequently asked questions

Practical answers to the questions CS and CA teams hear most.

Related forms

Filings that commonly trigger together with Form SH-7.