शेयर कैपिटल में बदलाव

It's an umbrella term for any alteration to a company's share capital structure as recorded in Clause V of its Memorandum of Association - including increasing or decreasing authorised capital, consolidating or sub-dividing shares, converting shares to stock, and reclassifying share capital between classes.

A change in authorised share capital simply raises or lowers the ceiling in the MoA - it does not by itself affect what shareholders have paid. A change in paid-up capital (a genuine reduction under Section 66) actually affects shareholders' holdings and requires NCLT approval, unlike a simple authorised capital adjustment.

Only if you are reducing actual paid-up share capital under Section 66. A straightforward increase or decrease of unused authorised capital, or a consolidation/sub-division of existing shares, only needs a special resolution and Form SH-7 - no NCLT involvement.

Form SH-7 is filed with the ROC to give effect to the change, along with Form MGT-14 for the special resolution itself, filed within 30 days of the resolution being passed.

Typically 20-30 working days for ROC confirmation once the special resolution is passed and Form SH-7 is filed, assuming no queries are raised.

Consolidation combines a larger number of lower-value shares into a smaller number of higher-value shares, without changing the total value of anyone's shareholding. It's done under Section 61(1)(b) via special resolution.

Sub-division splits shares of a higher face value into a larger number of shares of a lower face value, again without changing the total value held by any shareholder - often done to make ESOP allocations or small investments easier to structure.

No. Any change to authorised share capital - increase, decrease, consolidation, or sub-division - requires a special resolution passed by shareholders holding at least 75% of voting rights, regardless of company size.

This page covers the full range of share capital changes and helps you identify which one applies. If you already know you specifically need to increase authorised capital, our dedicated Increase Authorized Capital page walks through that exact process in more depth.

Same relationship - this page is the broader starting point, while our dedicated Decrease Authorized Capital page focuses specifically on reducing an unused portion of authorised capital.

Nothing changes for existing shareholders purely from the increase itself - it only raises the ceiling. Their shareholding is only affected if and when new shares are actually allotted, which is a separate step with its own approval process.

No. Authorised capital must remain at least equal to the company's issued and paid-up capital at all times - it can never be reduced below the capital that has already been issued to shareholders.

No, changing share capital does not affect the company's PAN, GST registration, or other statutory registrations. It only affects the MoA capital clause and related ROC records.

Reclassification changes the class or type of existing share capital - for example, converting a portion of equity share capital into a preference share class - typically done ahead of structured funding rounds with specific investor rights.

Yes, in most states, increasing authorised capital attracts registration stamp duty on the incremental amount, in addition to the ROC government fee for Form SH-7. The exact rate depends on the state where the company is registered.