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Change in Share Capital of Company

Govt. Authorised Process
Pan-India Filing
1200+ Capital Alterations Filed
Change in share capital documents and consultation
Capital Alteration Process

What Is Change in Share Capital & Why It Matters

Change in Share Capital refers to increasing, altering, sub-dividing, consolidating, or reclassifying a company's authorized or paid-up share capital, governed by Sections 61 to 64 of the Companies Act, 2013.

A company may need to alter its share capital to raise funds, induct new investors, restructure equity, or meet regulatory requirements — but every alteration must be backed by a valid resolution and filed with the Registrar of Companies within the prescribed timeline.

TrustMark IP Consultants manages the complete journey — Board & Special Resolution drafting, MOA alteration, Form SH-7 filing, and updated share certificate support — so your capital structure is changed correctly and compliantly.

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Get your share capital alteration drafted and filed correctly the first time.

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Documents Required
  • Certificate of Incorporation & PAN of Company
  • Existing MOA & AOA
  • Board Resolution for Capital Alteration
  • Special Resolution passed at EGM
  • List of Shareholders & Shareholding Pattern
  • Altered MOA (Capital Clause) & Notice of EGM
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Why Alter Capital

Benefits of Changing Your Company's Share Capital

A well-planned capital alteration strengthens your company's ability to raise funds and grow.

Access to Fresh Capital

Increased authorized capital allows issuance of new shares to raise funds for growth.

Easier Investor Induction

Room in authorized capital makes it simpler to onboard new investors and shareholders.

Improved Borrowing Capacity

A higher capital base often improves a company's credibility with lenders and banks.

Flexible Equity Structuring

Sub-division, consolidation, or reclassification helps design the right shareholding mix.

Supports Business Expansion

Adequate capital headroom supports acquisitions, new projects, and scaling operations.

Regulatory Compliance

Timely alteration and filing keeps your company's records aligned with the Companies Act.

Structure

Types of Share Capital Alteration

Understand the different ways a company can alter its share capital under the Companies Act, 2013.

Increase in Authorized Capital

Enhancing the maximum capital limit stated in the MOA

Sub-Division of Shares

Splitting shares into smaller denominations

Consolidation of Shares

Combining shares into larger denominations

Reclassification of Shares

Converting one class of shares into another

Reduction of Share Capital

Subject to NCLT approval under Section 66

Governed by Resolution

Board & Special Resolution required for alteration

AOA Authorization Needed

Articles must permit the proposed alteration

Time-Bound ROC Filing

Form SH-7 must be filed within 30 days of resolution

How It Works

Our Share Capital Alteration Process

A transparent, step-by-step process from resolution drafting to the updated certificate — with regular status updates at every stage.

Step 01
Review of AOA & Existing Capital

Check whether the Articles of Association permit the proposed capital alteration.

Step 02
Board Resolution

The Board approves the proposal and calls an Extraordinary General Meeting (EGM).

Step 03
Special Resolution at EGM

Shareholders pass a Special Resolution approving the capital alteration.

Step 04
Filing Form SH-7 with ROC

Resolution, altered MOA, and supporting documents are filed with the Registrar of Companies.

Step 05
MOA & AOA Update

The capital clause of the MOA is updated to reflect the new share capital.

Step 06
Updated Records with ROC

Once verified, the Registrar updates the company's master data with the revised capital.

Eligibility

Who Can Apply for Change in Share Capital

Any company registered under the Companies Act, 2013 whose Articles permit capital alteration can apply.

Private Limited Companies
Public Limited Companies
One Person Companies (OPC)
Startups Raising Fresh Funding
Companies Inducting New Investors
Companies Restructuring Equity
Companies with AOA Enabling Alteration
Companies Planning ESOP Pools
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Journey

Share Capital Alteration Life Cycle

Understand what happens after you apply — from resolution drafting to ongoing compliance.

Board Resolution

The Board approves the proposed capital alteration and calls an EGM.

Special Resolution at EGM

Shareholders formally approve the alteration by Special Resolution.

Filing Form SH-7 with ROC

The resolution and altered MOA are filed for verification with the Registrar.

ROC Records Updated

Once approved, the Registrar updates the company's capital details on record.

Share Certificates & Register Update

Share certificates and the statutory register of members are updated accordingly.

Ongoing Compliance

Annual filings and subsequent capital-related disclosures keep the company in good standing.

Our Edge

Why Choose TrustMark IP Consultants

Expert Resolution Drafting

Board and Special Resolutions drafted by experienced professionals to avoid future disputes.

End-to-End Filing Support

From EGM notice to Form SH-7 — we manage every step, including MOA and AOA updates.

Transparent, Fixed Pricing

No hidden charges — clear breakup of government and professional fees upfront.

Pan-India Service

We file and represent applicants before ROC offices across India.

Fast Turnaround

Resolutions drafted and filing initiated typically within 24–48 hours of receiving details.

Post-Filing Support

Share certificate updates, register maintenance, and annual compliance support included.

Have Questions?

Frequently Asked Questions

Yes. Any alteration to a company's authorized or paid-up share capital must be reported to the Registrar of Companies through the prescribed form within the statutory timeline, or the alteration remains legally incomplete.

Resolution drafting and EGM formalities can usually be completed within a few days; ROC processing of Form SH-7 typically takes another 7 to 15 working days, depending on jurisdiction.

Authorized capital is the maximum capital a company can issue as stated in its MOA, while paid-up capital is the actual amount received from shareholders against issued shares.

You'll typically need the existing MOA & AOA, Board and Special Resolutions, notice of the EGM, and the altered capital clause of the MOA reflecting the new share capital.

Yes. If the AOA does not already authorize the proposed alteration, it must first be amended by Special Resolution before the share capital can be changed.

Yes, but reduction of share capital under Section 66 of the Companies Act requires approval from the National Company Law Tribunal (NCLT) and follows a more detailed procedure than a simple increase.

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