A software founder in Salt Lake Sector V signed a term sheet for ₹2 crore on a Monday. The investor's lawyer asked for the company's master data on Tuesday, saw an authorised capital of ₹1 lakh, and paused the closing. The company could not issue the shares the investor was buying until its authorised ceiling was raised, and that took a resolution, a form and a fee nobody had budgeted for. It was done in nine days. It should have been done in March. This page explains how authorised capital is increased for a company registered in West Bengal, what it costs and when to do it.
What is an authorised capital increase and when is it due?
Authorised capital is the maximum share capital a company may issue, written into the capital clause of its memorandum. Raising it alters the memorandum, which means:
- A board meeting approving the increase and calling an EGM
- An ordinary resolution of members at the EGM, where the articles permit; a special resolution to alter the articles first, where they do not
- Form SH-7 filed with the Registrar of Companies, West Bengal within 30 days of the resolution, with the altered memorandum
- MCA fees on the increase and West Bengal stamp duty on the altered memorandum
- MGT-14 within 30 days, if the articles were altered
The registrar takes SH-7 on record and the MCA master data shows the new figure. Only then can the company allot shares up to the new ceiling.
Which Kolkata companies need this?
The triggers we see most:
- A Sector V startup closing a funding round larger than its authorised capital allows
- A Park Street restaurant company converting a director's loan into equity
- A Howrah manufacturer issuing shares to a new partner bringing in machinery
- A company issuing bonus shares out of reserves
- A family company in Bowbazar restructuring holdings among the next generation
In each case the allotment is the goal and the capital increase is the prerequisite. Doing it early, when there is no deadline, costs the same and removes the risk of a stalled closing.
What happens if you miss a step?
| Step | Window | Consequence if missed |
|---|---|---|
| SH-7 filing | 30 days from the resolution | Additional fees per day, scaled by delay |
| MGT-14, where the articles are altered | 30 days from the special resolution | Additional fees per day; the altered articles are not on record |
| Allotment beyond authorised capital | Not permitted | Defective allotment; investor's counsel will not close |
| Stamp duty on the altered memorandum | At filing | SH-7 cannot be completed without the duty paid |
| PAS-3 after the allotment | 30 days from allotment | Additional fees; shares not on record |
The additional fees are small. The stalled closing is not, and it is the reason this filing deserves a place on the calendar months before any round.
How do we handle it for you?
- Review: we read the articles for the power to increase capital and confirm the new ceiling you need for the planned allotment, with some headroom for the next round.
- Quote: the MCA fee on the increase and the West Bengal stamp duty on the altered memorandum are computed and shared before anything is signed.
- Board meeting: the resolution approving the increase and calling the EGM is drafted and passed.
- EGM: members pass the ordinary resolution, or a special resolution where the articles also need altering, with shorter notice by consent where everyone agrees.
- Filing: SH-7 goes to ROC West Bengal with the altered memorandum, fees and stamp duty, and MGT-14 follows where the articles changed.
- Confirmation: the master data is checked and the updated memorandum is handed over, ready for the allotment and PAS-3.
From instruction to filed SH-7, 7 to 10 working days when the articles already carry the power.
What paperwork does this need?
- Current memorandum and articles of association
- Certificate of incorporation and the latest shareholding
- The proposed new authorised capital and the reason, such as a term sheet or loan conversion plan
- List of members for the EGM notice
- Directors' digital signatures
- Last audited financials, which the registrar may reference for the fee computation
What does an authorised capital increase cost in Kolkata?
The professional fee is ₹1,999 for the articles review, both resolutions, the altered memorandum, SH-7 and the master data confirmation. Two government charges are paid at actuals. The MCA fee on SH-7 rises with the size of the increase, so raising the ceiling from ₹1 lakh to ₹25 lakh costs more than a smaller step. Stamp duty on the altered memorandum is a West Bengal charge that depends on the instrument and value; we compute it before filing and it is paid electronically through GRIPS, the state's receipt portal.
Where the increase is followed by an allotment, the PAS-3 filing and the share certificates are quoted together at a combined rate, which is how most Kolkata funding rounds run with us.
Which Kolkata professionals sign off on the increase?
The directors sign the board resolution and the forms with their digital signatures, and a practising company secretary or chartered accountant certifies SH-7. The registrar's own check is narrow: that the resolution matches the altered memorandum, that the fee and duty are paid in full, and that the articles permitted the resolution that was passed. A clean articles review answers the third point before the file is read, which is where Kolkata companies with decades old articles most often stumble.
Why choose LegalX India for a capital increase in Kolkata?
This is a Kolkata firm, based at 58B, Bidhan Park, Taki Road, Barasat, Kolkata 700124. SH-7 filings with ROC West Bengal are routine for our company secretaries, usually as the first step of a funding round or a loan conversion. You get the articles read before drafting, the government charges computed up front, the filing inside 30 days and a memorandum ready for the allotment. The fee is ₹1,999 with MCA fees and West Bengal stamp duty at actuals.
If you want the all India picture on capital clauses, resolutions and forms, read our complete authorised capital increase guide for India. For a company registered in West Bengal, call +91 96356 85435 or request a callback and a CS quotes the government charges for your increase within 30 minutes.