SH-7 Fee Calculator — Notice to Registrar of any Alteration of Share Capital (FY 2026-27)

Form SH-7 is a statutory notice filed with the Registrar of Companies (ROC) pursuant to Section 64(1) of the Companies Act, 2013 and Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014 whenever a company alters its share capital under Section 61(1), increases authorized capital via Central Government order under Section 62(4), or redeems preference shares under Section 55. It officially intimates the government to update the master data and Capital Clause (Clause V) of the Memorandum of Association (MOA).

Form SH-7 must be filed strictly within 30 calendar days from the date of passing the Ordinary or Special Resolution in the General Meeting (EGM or AGM), or from the date of receipt of the Central Government order under Section 62(4). Day 0 is the resolution date, and Day 1 begins on the following calendar day pursuant to Section 9 of the General Clauses Act. Filing on Day 31 onwards constitutes an operative statutory default.

Under the Companies (Registration Offices and Fees) Rules, 2014, the additional late fee depends on the type of alteration: (1) For increase in nominal share capital, Table B specifically excludes capital increases and levies a monthly percentage fee: 2.5% per month or part thereof for the first six months, and 3.0% per month or part thereof thereafter on the differential capital registration fee. (2) For non-capital alterations (sub-division, consolidation, cancellation, conversion into stock, redemption), standard Table B escalation multipliers apply to the Table A base fee (up to 30d: 2×; 31-60d: 4×; 61-90d: 6×; 91-180d: 10×; beyond 180d: 12×).

Separate from MCA portal late fees, Section 64(2) imposes a continuing civil adjudication penalty on the company and every officer who is in default of ₹500 for each day during which the default continues. The penalty is subject to a statutory maximum ceiling of ₹5,00,000 for the company and ₹1,00,000 for each officer in default. This is adjudicated by the ROC under Section 454 via Show Cause Notice and is not collected on the form filing challan.

Under Table of Fees Item II of the Companies (Registration Offices and Fees) Rules, 2014, registration fees on capital increase are calculated as the difference between the fee on the increased capital and the fee on the existing capital: Differential Fee = Fee(New Capital) − Fee(Old Capital). Statutory schedule: Up to ₹1L: ₹5,000; ₹1L–₹5L: ₹5,000 + ₹400 per ₹10,000; ₹5L–₹50L: ₹21,000 + ₹300 per ₹10,000; ₹50L–₹1Cr: ₹1,56,000 + ₹100 per ₹10,000; Above ₹1Cr: ₹2,06,000 + ₹75 per ₹10,000 (statutory ceiling ₹2.5 Crore). In capital increase filings, this differential registration fee replaces the Table A base fee; no separate e-form fee is added.

Yes. Increasing authorized capital amends Clause V of the Memorandum of Association, attracting state stamp duty under the relevant State Stamp Act. Stamp duty is collected directly through the MCA V3 portal via electronic payment (e-Stamping per Annexure A of the SH-7 Instruction Kit and respective State Stamp Acts). Rates vary by state: e.g., Maharashtra levies 0.3% on incremental share capital up to a maximum of ₹1,00,00,000 (₹1 Crore) pursuant to Maharashtra Act No. IX of 2025; Gujarat levies 0.5% with a maximum cap of ₹5,00,000 after giving credit for duty paid on existing capital; Delhi charges 0.15% (max ₹25 Lakhs); Karnataka charges ₹5,000 per ₹10,00,000 (max ₹1 Crore); while states like UP, West Bengal, Kerala, and Haryana do not collect MOA stamp duty via the MCA portal.

Not always. If the company’s Articles of Association (AOA) already contain an enabling clause for capital alteration, an Ordinary Resolution passed under Section 61(1) does NOT require filing Form MGT-14 under Section 117(3). However, if the AOA does not contain an enabling clause, the company must first amend its AOA under Section 14 via Special Resolution, which legally mandates filing Form MGT-14 within 30 days under Section 117(3)(a) before submitting Form SH-7 on MCA V3.

Yes! Under Section 446B of the Companies Act, 2013, eligible Small Companies (Section 2(85)), One Person Companies (OPC), Producer Companies, and DPIIT-recognized Startups are entitled to statutory relief: the penalty shall not be more than one-half of the specified penalty (illustrative calculation: ₹250 per day), subject to a maximum company cap of ₹2,00,000 and officer statutory ceiling of ₹50,000.

Under Section 61(1), a limited company having a share capital can only alter its capital if such power is explicitly authorised by its Articles of Association (AOA). If the AOA lacks an enabling provision, the company must first amend its Articles under Section 14 by passing a Special Resolution in an EGM and filing Form MGT-14 before altering its capital in Form SH-7. Any capital increase without AOA authority is ultra vires and void.

Rule 15 mandates the following attachments: (1) Certified True Copy of the General Meeting Ordinary / Special Resolution approving the alteration, (2) Copy of the Explanatory Statement annexed to the EGM notice pursuant to Section 102, (3) Altered copy of the Memorandum of Association (MOA) reflecting the revised Capital Clause V, (4) Copy of Central Government Order (if alteration is under Section 62(4)), (5) Altered Articles of Association (AOA) if share rights or classes were modified, and (6) Board Resolution authorising director signature.