Share capital represents the funds raised by a company through issuing shares to its shareholders. Changes to share capital must align with business goals, stakeholder approval, and legal compliance to maintain transparency and financial integrity.

• Expanding business operations or raising additional funds.
• Restructuring the company’s equity.
• Complying with regulatory requirements or corporate strategy shifts.

• Sections 61 to 64 of the Companies Act, 2013, govern changes in authorized and issued share capital.
• Approval through a special resolution is mandatory for most changes.
• Specific forms, such as SH-7 and PAS-3, must be filed with the ROC.

• Increase in Authorized Share Capital: Expanding the company’s share issuance capacity.
• Allotment of Shares: Issuing additional shares to new or existing shareholders.
• Reduction of Share Capital: Reducing the total share capital to improve efficiency.

• Convene a board meeting to propose the change.
• Pass a special resolution in the shareholders’ meeting.
• File Form SH-7 or PAS-3 with the ROC within prescribed timelines.
• Update the company’s MOA and statutory registers.

• Step 1: Convene a board meeting to approve the proposal and call an Extraordinary General Meeting (EGM).
• Step 2: Pass a special resolution in the EGM to approve the share capital change.
• Step 3: File Form SH-7 for authorized capital changes or PAS-3 for share allotments within 30 days.
• Step 4: Update the company’s Memorandum of Association (MOA) to reflect the changes.

• Failure to file necessary forms can result in penalties under Section 64 of the Companies Act.
• Persistent non-compliance may lead to ROC scrutiny and reputational damage.

• Board resolution for the proposed change.
• Special resolution passed in the shareholders’ meeting.
• Amended MOA reflecting the updated share capital.
• Filing fee receipts for SH-7 or PAS-3.

• File Form SH-7 with the ROC for authorized capital changes within 30 days.
• File Form PAS-3 for share allotments or issuance within 15 days of the event.

• Form SH-7 Filing Fee: Rs. 2,000 + ROC fees based on the amount of share capital.
• Form PAS-3 Filing Fee: Rs. 1,500 + GST.
• Estimated Total Cost: Rs. 5,000 to Rs. 10,000, depending on company structure and share capital amount.