SH-7

Form SH-7 is filed with the Registrar of Companies under Section 64 of the Companies Act 2013 read with Rule 15 of the Companies (Share Capital and Debentures) Rules 2014 to give notice of:

• Increase in authorized share capital (Section 61(1)(a))
• Consolidation and division of share capital into shares of a larger amount (Section 61(1)(b))
• Sub-division of shares into shares of a smaller amount (Section 61(1)(d))
• Conversion of shares into stock or stock into shares (Section 61(1)(c)) — rarely seen today as stock has fallen out of favour
• Cancellation of unissued shares (Section 61(1)(e))
• Redemption of redeemable preference shares (Section 64)
• Reserve capital — fixing the part of uncalled capital that is callable only on winding-up (Section 65)

Due date: Within 30 days of the date of passing the resolution.

Attachments:

• Certified true copy of the ordinary or special resolution (depending on the change and the AoA)
• Altered MoA / AoA (if applicable — e.g., MoA's Clause V changes for authorized capital increase)
• Notice of the meeting and explanatory statement (Section 102)
• Where shares of one class are converted to another, the board resolution and any shareholder resolution approving the conversion

Fees and stamp duty:

• MCA filing fee based on the increased authorized capital — slab structure per the Companies (Registration Offices and Fees) Rules 2014.
• State stamp duty on the increased authorized capital — state-specific rates. Maharashtra, Karnataka, Delhi all have different rates (typically 0.15%–0.50% on the increment, with caps). Stamp duty is often the largest cost in raising authorized capital.
• Form SH-7 itself is the conduit; stamp duty is paid separately via the state stamping mechanism (some states integrate with MCA, others require physical adjudication).

Cross-references:

• An increase in authorized capital does not issue any shares — separate PAS-3 is required when shares are actually allotted.
• If the AoA does not contain the power to alter capital, a separate special resolution under Section 14 to amend AoA is needed first, also requiring MGT-14 filing.

Pitfall: Filing SH-7 without first having altered the AoA (where AoA does not have the enabling clause) makes the increase void. Always sequence AoA amendment → AoA filing (MGT-14) → SH-7. Or pass both resolutions at the same EGM with proper drafting.