Important Keywords: Form SH-7, SH-7 filing MCA, Form SH-7 Companies Act 2013, Authorized share capital change India, SH-7 ROC filing process, Section 64 Companies Act 2013 SH-7, SH-7 filing fees India, penalty for late filing SH-7.
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Last Updated: March 2026 (As per latest MCA amendments)
Table of Contents
Overview: Form SH-7
Form SH-7 Authorized Share Capital Change (Process, Fees, Penalty & MCA Filing Guide) is used to inform the Registrar of Companies (ROC) about any change in authorized share capital under Section 64 of the Companies Act, 2013. It must be filed within 30 days of passing the resolution. The form is filed online on the MCA portal.
If a company decides to increase or modify its capital after registration, it must inform the government by filing Form SH-7 Authorized Share Capital Change (Process, Fees, Penalty & MCA Filing Guide) Authorized Share Capital Change (Process, Fees, Penalty & MCA Filing Guide). This helps keep everything clear, updated, and officially recorded in the ROC records. This guide covers SH-7 filing process, fees, penalty, and step-by-step compliance under Companies Act, 2013.
Quick Summary of Form SH-7
- Purpose: Intimate ROC of capital change
- Law: Section 64, Companies Act 2013
- Due Date: 30 days
- Filed With: ROC
- Penalty: ₹500/day (max ₹5L for company & ₹1L for the officer)
What is Form SH-7?
Form SH-7 is an MCA e-form filed by companies to report changes in authorized share capital, such as increase, decrease, subdivision, or consolidation, as per Section 64 of the Companies Act, 2013.
Authorized share capital is basically the maximum amount of money a company is legally allowed to raise by issuing shares. Any change in this limit affects how the company can raise funds, issue shares, or manage ownership in the future. Because it’s important, the law says these changes must be approved by shareholders and officially reported to the ROC.
You file Form SH-7 only after shareholders pass a resolution approving the change. Once filed, Form SH-7 informs the ROC about the change, while the altered MOA (Clause V) reflects the updated authorized share capital.
This helps keep everything clear, updated, and officially recorded in the ROC records. based on MCA notifications, Companies Act provisions, and practical ROC filing experience, Form SH-7 is one of the most critical compliance forms for capital restructuring.
Purpose of the eForm SH-7
Form SH‑7 is used to officially inform the Registrar of Companies (ROC) whenever a company changes its share capital, like increasing, decreasing, merging, or redeeming shares. This makes the change legally valid and keeps the company compliant under the Companies Act, 2013.
Let’s understand with an example:
At NEFCO FinTech Private Limited, we decided to increase our authorized share capital to raise funds for business expansion. But simply deciding wasn’t enough—the law requires that every change in share capital must be officially recorded with the Registrar of Companies (ROC).
To comply, we prepared Form SH‑7, detailing the increase, any changes in shares, or redemption of preference shares. Once we filed SH‑7, the ROC updated our records, giving the change full legal recognition.
Filing SH‑7 on time helped us avoid penalties and ensured that all our future corporate plans, like fundraising or issuing new shares, could proceed smoothly. In essence, SH‑7 acts as NEFCO FinTech’s official capital diary, keeping everything legal, transparent, and well-organized.
Law Governing the eForm SH-7
Form SH-7 must be filed under Section 64(1) of the Companies Act, 2013 and Rule 15 of the Companies (Share Capital & Debentures) Rules, 2014. It is used to notify the Registrar of Companies (ROC) whenever a company makes changes to its share capital.
Section 64(1) of the Companies Act, 2013 states that whenever a company alters its share capital or the number of members, increases its share capital by conversion of debentures under an order of the Central Government, or redeems any redeemable preference shares, it must file a notice with the Registrar of Companies (ROC) within 30 days of such change, along with the altered Memorandum of Association (MOA).
Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014 supports Section 64 and provides that such notice of alteration, increase, or redemption must be filed with the ROC in Form SH-7, along with the prescribed fee.
Step-by-step process to file Form SH-7
The following steps must be followed while filing Form SH‑7:
| Steps | Action | Notes |
| 1. Issue Board Meeting Notice | Send notice to directors at least 7 days prior (Sec. 173, SS‑1). | Agenda: approve capital alteration, amend MOA, Clause V, fix EGM date. |
| 2. Hold Board Meeting | Pass Board Resolution approving proposed capital change and calling an EGM. | Cannot be passed by circulation. |
| 3. Issue EGM Notice | Send notice to shareholders at least 21 clear days before EGM (Sec. 101). | Include resolution text + explanatory statement (Sec. 102). Shorter notice allowed with 95% consent. |
| 4. Conduct EGM | Pass Ordinary Resolution (or Special Resolution if AOA requires). | Resolution must specify existing capital, new capital, and share structure. |
| 5. Amend MOA | Update Clause V (Capital Clause) of MOA to reflect new authorised capital. | Fresh copies prepared for filing. |
| 6. File MGT‑14 (if required) | File within 30 days if AOA was amended via Special Resolution. | Attach EGM notice, certified resolution, altered MOA/AOA. |
| 7. Prepare & File SH‑7 | File SH‑7 on MCA portal within 30 days of alteration. | Enter updated MOA, pay ROC fee + stamp duty, affix DSC. |
| 8. ROC Approval | ROC processes the form (STP/manual). | MCA Master Data updated with new authorized capital. |
Need help related to filing Form MGT-14: Drop your queries at Finodha.in
Who must file Form SH-7?
The following company types must file Form SH‑7 when they increase or change their authorized capital:
- Private Limited Companies
- Public Limited Companies
- One Person Companies (OPCs) and Small Companies
- Section 8 Companies (non‑profit companies)
All these entities must file the Form SH-7 with the ROC whenever there is an alteration in their share capital structure.
Documents Required to file Form SH-7
While filing Form SH-7, the following documents are required (depending on the case):
- Certified true copy of the resolution (Board/Shareholders) for alteration of share capital
- Altered Memorandum of Association (MOA) (mandatory)
- Altered Articles of Association (AOA) (if applicable)
- Copy of Central Government order (if capital is increased by such order)
- Copy of Tribunal order (if applicable)
- Board resolution for redemption of preference shares (if applicable)
- Working of calculations/ratios (in case of conversion of debentures)
Additional supporting documents (commonly required):
- Notice of EGM (Extraordinary General Meeting)
- Certified copy of Ordinary/Special Resolution passed in EGM
*Not all documents are required every time—some depend on the case of capital change (case-based).
Timeline for filing Form SH-7
Form SH-7 needs to be filed with the ROC within 30 days after shareholders approve any changes to the company’s authorized share capital. Filing late can lead to extra fees or penalties, so it’s important to submit on time. As per Section 64 of the Companies Act, 2013, timely filing keeps the company’s capital details legal, accurate, and up-to-date.
Change of Authorized Capital Timeline
| Stage | Timeline |
|---|---|
| Board Meeting-approve capital increase and fix EGM date | Day 1-2 |
| AOA amendment (if needed)-Special Resolution + MGT-14 | Day 1-14 (if required) |
| Issue EGM Notice (21 clear days to shareholders) | Day 2-3 |
| EGM-Pass Ordinary Resolution | Day 23-25 |
| Prepare amended MOA Clause V and SH-7 form | Day 25-28 |
| File Form SH-7 with e-MOA + pay stamp duty | Within 30 days of resolution |
| ROC approval + MCA Master Data update | 3-7 working days post-filing |
| Total end-to-end depending on ROC processing | 10-20 working days |
Penalty Warning: Late filing of Form SH-7 does not attract a fixed penalty of ₹10,000. Instead, if a company fails to comply with the provisions of Section 64(1), the company and every officer in default are liable to a penalty of ₹500 for each day during which the default continues, subject to a maximum of ₹5,00,000 in case of the company and ₹1,00,000 in case of each officer.
Late Filing and Penalty
As per Section 64(2) of the Companies Act, 2013, states that If a company fails to file Form SH-7 as required, both the company and the officers responsible will have to pay a penalty of ₹500 for each day the delay continues.
The maximum penalty is ₹5 lakh for the company and ₹1 lakh for each officer in default.
*64(2) = What happens if you don’t do 64(1) (penalty provision).
ROC Filing Fees (Government Fees)
Government Filing Fee depends on your company’s authorized share capital:
| Authorized Share Capital | Filing Fee (SH‑7) |
| Up to ₹1,00,000 | ₹200 |
| ₹1,00,001 – ₹4,99,999 | ₹300 |
| ₹5,00,000 – ₹24,99,999 | ₹400 |
| ₹25,00,000 – ₹99,99,999 | ₹500 |
| ₹1,00,00,000 or more | ₹600 |
- These are basic fees, used when the difference between fees for old and new capital is zero.
- Stamp Duty: Extra charge depending on your state, payable on the altered MOA. Can often be paid online via MCA.
- Late Filing Fees: If SH‑7 is filed after 30 days, extra charges may apply (calculated monthly, not daily).
Conclusion
From this discussion, we understand that MCA Form SH‑7 is mandatory under the Companies Act, 2013 whenever a company alters its share capital. This includes actions such as increasing authorised capital, merging or splitting shares, or redeeming preference shares. The company must file Form SH‑7 with the Registrar of Companies to ensure that these changes are officially recorded and legally recognized.
Timely filing of SH‑7 helps the company avoid penalties and ensures that future corporate activities—such as fundraising, mergers, acquisitions, or issuing new shares—can proceed smoothly. In short, Form SH-7 is a crucial step in proper capital management and corporate governance.
Disclaimer: The information in this article is for general purposes only and may not fit your personal situation. It is not legal, financial, or professional advice, and you should not rely on it as such. Before making any decisions, consider if this information applies to you and, if needed, get advice from a professional. The information is correct at the time of publication. While we have tried to ensure it is accurate, Finodha.in is not responsible for any loss or damage caused by using this information.
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Hi, Go On, Tell Us What You Think about the Form SH-7 filing! Did we miss something to explain in this Article? Come on! Tell us what you think about our article in the comment/e-mail section.FAQs: Get answers to all your queries!
Question. What documents are needed for the Form SH-7?
Answer. To file Form SH-7, you need the following documents:-Altered MOA (and AOA if amended)-Certified copy of Board Resolution-EGM Notice with explanatory statement-Certified copy of Ordinary/Special Resolution passed at EGM-Digital Signature Certificate (DSC) of Director/CS + professional certification (CA/CS/CMA)-Proof of stamp duty payment (state‑specific).
Question. Who can digitally sign Form SH-7?
Answer. Form SH-7 is usually signed by a Director or Company Secretary of the company, and it must also be certified by a practicing professional such as a Chartered Accountant (CA), Company Secretary (CS), or Cost Accountant (CMA).
Question. Does Form SH-7 update the Memorandum of Association?
Answer. No, Form SH-7 records the change with ROC, while the MOA must be altered separately and attached with the form.
Question. Do Small and OPC Company file Form SH-7?
Answer. Yes, Form SH-7 filing is mandatory for every company, including Small Companies and OPCs, whenever there is a change in authorized capital.
Question. What role does ROC play after filing?
Answer. After filing the forms, the ROC reviews the documents, processes the submission, and updates the company’s Master Data on the MCA portal to reflect the changes.
Question. Is it possible to plan further changes in share capital after submitting Form SH-7?
Answer. Yes, it is possible to plan further changes in share capital even after submitting Form SH-7, but every new change requires filing a fresh SH‑7.
Question. What are the Fees for filing Form SH-7?
Answer. The fee for filing Form SH-7 depends on the company’s authorized capital slab. Along with the ROC filing fee, you also need to pay stamp duty online, which varies from state to state.
Question. Can Form SH-7 be filled without MGT-14?
Answer. No, Form SH-7 cannot be filed without MGT‑14 if the alteration in share capital is based on a special resolution.
Question. How does Form SH-7 affect MCA Master Data?
Answer. Form SH-7 directly impacts the MCA Master Data because it updates the company’s official records maintained by the Registrar of Companies (ROC).
Question. What is the difference between of Form SH-7 and MGT-14?
Answer. The major difference between Form MGT‑14 and SH‑7 is that a company uses MGT‑14 to register resolutions with the ROC, while SH‑7 is filed to record changes in share capital.
Question. How to file Form SH-7 online on the MCA portal?
Answer. Form SH-7 can be filed online on the MCA portal by logging in, completing the e‑form, attaching the necessary documents, and submitting it along with fees and stamp duty. The process is completed once payment is made and the SRN is generated.
*Login MCA → Download SH‑7 → Fill details → Attach documents → Upload form → Pay fees and stamp duty → Get SRN → Track status → Master Data updated.
Question. What is e-Form SH-7, and when it is required to file it?
Answer. Form SH-7 is basically the notice a company gives to the ROC whenever it changes its share capital—like increasing, splitting, or consolidating shares. You file it to make sure the official records on the MCA portal show the updated capital.
Question. What is the purpose of Form SH-7?
Answer. The major purpose of Form SH‑7 is to inform the Registrar of Companies (ROC) about any alteration in a company’s share capital.
Question. What is the penalty for non Form SH-7?
Answer. In the 2020 Amendment, Section 64(2) of the Companies Act, 2013 was updated to make penalty limits clearer: now the maximum fine is ₹5 lakh for a company and ₹1 lakh for officers in default, instead of the earlier wording that limited it to ₹1,000 per day or ₹5 lakh, whichever was less.
Question. What is the time limit for filing Form SH-7?
Answer. The time limit for filing Form SH-7 is within 30 days from the date of passing the resolution that alters the company’s share capital.
Question. Why is SH-7 filed?
Answer. Companies file Form SH-7 to keep their share capital details updated with the Registrar of Companies. It ensures transparency, legal compliance, and smooth execution of future corporate actions.
Question. How to pay stamp duty on SH-7?
Answer. Stamp duty on Form SH-7 is paid on the altered MOA based on the increase in authorized capital, either online through the MCA portal or via the state stamp authority, depending on the state, under the Companies Act, 2013 India.
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