Increase Authorised Share Capital
Before you can issue new shares in a funding round or equity pool expansion, your authorised capital has to allow for it. We handle the resolution, filing and MOA amendment together.
Authorised capital is the ceiling; paid-up capital is what's actually issued - they're often confused.
State-specific stamp duty is payable on the increase - rates vary significantly by state.
This must be completed before shares can be allotted in a funding round - plan the timeline early.
Needs shareholder approval by special resolution, not just a board resolution.
How it works
Board approves the proposal to increase authorised capital.
Shareholders approve via special resolution at a general meeting.
Capital clause of the MOA is amended to reflect the new limit.
Form SH-7 filed with the Registrar along with the required fee and stamp duty.
Part of Layer 4 - ExitReady, for both setup tracks.
We size your authorised capital at incorporation with enough headroom for your first equity pool and priced round, so this filing isn't needed on day one.
Start your setup →Preparing for a new round or equity incentive top-up? We check headroom against your current authorised capital before term sheet negotiations conclude.
Run your diagnostic →Timed to your round, not delayed by paperwork.
We sequence this filing so it's complete before your term sheet closing date, not after.
State-specific stamp duty is estimated before filing, avoiding last-minute surprises.
We recommend headroom that anticipates your next raise, not just the current one.
Common questions
Typically 7–10 working days end to end, including the EGM notice period and ROC filing.
No - increasing authorised capital only raises the ceiling; it doesn't dilute anyone until new shares are actually allotted.
We typically recommend sizing for your current round plus your equity pool plus a buffer for the next round, so you're not filing this again in 12 months.