Form SH-7: Complete Guide to Notice of Alteration of Share Capital
Form SH-7 is the web form filed with the Registrar of Companies to give notice of any alteration of share capital, or an increase in the number of members, of a company. It is governed by Section 64(1) of the Companies Act, 2013 read with Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014.
Time limit: The notice must be filed within 30 days of the alteration or increase.
Who Should File SH-7 / When is it Filed
SH-7 is filed by a company whenever it:
- Increases its authorised share capital independently, or pursuant to a Central Government/NCLT order
- Increases the number of members
- Undertakes consolidation, division, or conversion of shares
- Effects redemption of redeemable preference shares
Important Checkpoints Before Filing
- Applicant must be a registered Business User on the MCA portal; business user must be associated with, or authorised by, the company
- Company must have a valid, approved CIN and a Certificate of Commencement of Business (where the company has share capital)
- Signatories must have an approved DIN or valid PAN/Membership number; DSC must be valid, non-expired, and registered against the same
- A valid, approved SRN of MGT-14 must be associated with the CIN, and (where quoted) its “Purpose of passing resolution” must be “Alteration in authorised share capital”
- SRN of INC-28 (if applicable) must be valid and approved
- No other SH-7 should be pending payment or approval against the CIN
- For Nidhi companies: the latest NDH-4 must not be rejected; if NDH-4 is not yet approved and the computed due date has passed, SH-7 cannot be filed. Due date is computed as: incorporation on/before 24 April 2014 → 14 May 2020; incorporation on/after 24 April 2014 but before 15 August 2019 → one year from incorporation or 14 May 2020, whichever is later; incorporation on/after 15 August 2019 → one year from incorporation plus 60 days
Field-Level Instructions
Field 3(a): Date of Meeting / Resolution
This date determines the 30-day filing window for delay-fee computation, whichever scenario (independent increase, CG order, consolidation, or redemption) applies.
Field 6(c): Date of Receipt of Central Government Order
Relevant where the increase in share capital is pursuant to a Central Government order rather than an independent company resolution.
Mandatory Attachments
| Attachment | Mandatory? |
|---|---|
| Optional attachments (up to 5) | Optional (no other attachment is universally mandatory; specific supporting documents depend on the purpose selected) |
- Format: PDF or JPG; each attachment up to 2 MB; total up to 10 MB
Signing Requirements
- Digitally signed by an authorised signatory (Director/Manager/CS/CEO/CFO, as applicable)
- Certificate by Practicing Professional: CA/CMA/CS (whole-time practice), with membership/certificate of practice number validated by the system
Fee Structure
SH-7’s fee depends heavily on the purpose selected in the webform.
1 & 2. Increase in Share Capital (Independently or by Central Government Order)
MOA Registration Fee (Table 1)
| Nominal Share Capital (INR) | Fee — Fixed (INR) | Fee — Per ₹10,000 or part thereof | OPC/Small Co. — Fixed (INR) | OPC/Small Co. — Per ₹10,000 |
|---|---|---|---|---|
| Up to 1,00,000 | 5,000 | NA | 2,000 | NA |
| More than 1,00,000 up to 5,00,000 | 5,000 | 400 | 2,000 | NA |
| More than 5,00,000 up to 10,00,000 | 21,000 | 300 | 2,000 | NA |
| More than 10,00,000 up to 50,00,000 | 36,000 | 300 | 2,000 | 200 |
| More than 50,00,000 up to 1,00,00,000 | 1,56,000 | 100 | 1,56,000 | 100 |
| More than 1,00,00,000 | 2,06,000 | 75 | 2,06,000 | 75 |
- Fee for increasing authorised capital is capped at ₹2,50,00,000 overall
- Only the incremental fee (difference between fee on revised and existing authorised capital, at current rates) is payable
- If this difference computes to zero, a flat normal filing fee (Table 2: ₹200–₹600 by capital slab) applies instead
Additional (Delay) Fee (Table 3): Up to 6 months — 2.5% per month of delay; beyond 6 months — 3% per month of delay
3. Increase in Number of Members
| Number of Members | Fee (INR) |
|---|---|
| Up to 20 | 2,000 |
| More than 20 up to 200 | 5,000 |
| More than 200 (not stated as unlimited in AOA) | 5,000 + ₹10 per member beyond the first 200 |
- Capped at ₹10,000 overall; only the incremental fee is payable; if zero, flat fee of ₹200 applies
- Delay fee: up to 6 months — 2.5% per month; beyond 1 year — 3% per month
4 & 5. Consolidation/Conversion/Division, or Redemption of Preference Shares
| Nominal Share Capital (INR) | Fee (INR) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 to 4,99,999 | 300 |
| 5,00,000 to 24,99,999 | 400 |
| 25,00,000 to 99,99,999 | 500 |
| 1,00,00,000 or more | 600 |
Delay fee: up to 30 days — 2×; 30–60 days — 4×; 60–90 days — 6×; 90–180 days — 10×; beyond 180 days — 12× normal fee
State-specific stamp duty also applies to alteration/increase of share capital in most states, in addition to the RoC fee — refer to the state-wise Annexure in the official Instruction Kit for exact rates, as these vary significantly (e.g. NIL in several states, percentage-based in others).
Processing Mode
Form SH-7 is processed in Conditional STP mode.
Useful Links
Frequently Asked Questions (FAQs)
Q1. What is the time limit for filing SH-7? Within 30 days of the alteration in share capital, increase in the number of members, or the relevant triggering event.
Q2. Is stamp duty payable in addition to the MCA fee? Yes, in most states — the applicable stamp duty on increase in authorised capital varies by state and is separate from the RoC filing fee.
Q3. Can a Nidhi company always file SH-7 freely? No — if the latest NDH-4 is rejected, or not approved by the computed due date, SH-7 cannot be filed for that company.
Q4. Is a valid MGT-14 SRN mandatory? Yes, and its stated purpose must be “Alteration in authorised share capital” when quoted in SH-7.
Q5. How is the MCA fee calculated when authorised capital is increased? Only the incremental fee — the difference between the fee applicable to the revised capital and the fee already paid on the existing capital — is payable, subject to an overall cap of ₹2,50,00,000.
Q6. What does “Conditional STP” mean for SH-7? The form may be processed electronically without manual review in straightforward cases, but certain conditions (e.g., NDH-4 status for Nidhi companies) can route it for manual scrutiny instead.
Disclaimer
This article is based on the official Instruction Kit for Form SH-7 published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA e-filing page for SH-7 and resources available on the MCA website.