Form SH-9: Complete Guide to Declaration of Solvency for Buy-Back of Securities
Form SH-9 is the web form filed with the Registrar of Companies to submit the Declaration of Solvency before a company undertakes a buy-back of shares or securities. It is governed by Section 68(6) of the Companies Act, 2013 read with Rule 17(3) of the Companies (Share Capital and Debentures) Rules, 2014.
Who Should File SH-9 / When is it Filed
A company authorised by a special resolution to buy back its shares or securities must file a Declaration of Solvency in Form SH-9, confirming that the company is capable of meeting its liabilities and will not be rendered insolvent within one year of the date the declaration is adopted by the Board — and must file this before the buy-back.
Important Checkpoints Before Filing
- Applicant must be registered on the MCA portal, and the company must have a valid CIN
- Business user must be associated with, or authorised by, the company to e-file on its behalf
- Signatories must have an approved DIN, associated with the CIN under the selected designation as on the date of filing
- DSC must be valid, non-expired, non-revoked, and registered against the DIN/PAN/Membership number provided
- Signatory’s DIN must not be flagged for disqualification
- No other SH-9 should be pending payment or approval against the same CIN
- A valid, approved SRN of MGT-14, associated with the CIN, must be provided
- For resubmission: application must be in Application History and T+15 days (T = date marked ‘Resubmission Required’) must not have elapsed
Step-by-Step Filing Process
- Login to MCA portal → MCA Services → E-Filing → Company Forms Download
- Access “Form No. SH-9 (Declaration of Solvency)”
- Enter/search/select CIN
- Fill up the application
- Optionally save as draft
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal
- Pay Fees (within the standard upload/payment windows)
- Receive acknowledgement
Signing Requirements
- Digitally signed by an authorised signatory with an approved DIN associated with the CIN under the selected designation
- Certification by a practicing professional (where required) must include a valid membership/certificate of practice number
Fee Structure
Normal Fee — Companies with Share Capital
| 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 |
No additional/delay fee is prescribed for SH-9.
Processing Mode
Form SH-9 is processed in Non-STP mode — every filing is reviewed manually.
Useful Links
Frequently Asked Questions (FAQs)
Q1. What does the Declaration of Solvency confirm? That the company is capable of meeting its liabilities in full and will not become insolvent within one year of the date the Board adopts the declaration.
Q2. When must SH-9 be filed relative to the buy-back? Before the company proceeds with the buy-back of shares or securities.
Q3. Is an MGT-14 SRN required for SH-9? Yes, a valid, approved SRN of the special resolution authorising the buy-back, filed via MGT-14, must be quoted.
Q4. Is SH-9 processed automatically? No, it is always processed in Non-STP mode with manual review.
Q5. What happens if more than one SH-9 is pending for the same company? A new SH-9 cannot be filed if another SH-9 is already pending payment or approval against the same CIN.
Disclaimer
This article is based on the official Instruction Kit for Form SH-9 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 forms download page and resources available on the MCA website.