MCA Form SH-7: Notice to ROC of any Alteration of Authorised Share Capital

MCA Form SH-7: Notice to ROC of any Alteration of Authorised Share Capital. Purpose
If a company changes its share capital or if it increases share capital by converting debentures or loans due to a Central Government order, it must file a return with the registrar within 30 days of the alteration or increase. The company also needs to file a return if it redeems any redeemable preference shares.
Sections and provisions
Section 64(1):

Where— (a) A company alters its share capital in any manner specified in sub-section (1) of section 61; (b) An order made by the Government under sub-section (4) read with sub-section (6) of section 62 has the effect of the increasing authorized capital of a company; or (c) A company redeems any redeemable preference shares, the company shall file a notice in the prescribed form with the Registrar within a period of thirty days of such alteration or increase or redemption, as the case may be, along with an altered memorandum.

Rule 15: 
For the purposes of subsection (1) of section 64, where a company alters its share capital in any manner specified in sub-section (1) of section 61, or an order is passed by the Government increasing the authorized capital of the company in pursuance of sub-section (4) read with subsection (6) of section 62 or a company redeems any redeemable preference shares, the notice of such alteration, increase or redemption shall be filed by the company with the Registrar in Form No. SH-7 along with the fee.
Key Information:
The Form is available on the MCA version 3.
Documents Required:

A certified true copy of the resolution for alteration of capital is mandatory in case of an increase in share capital independently by the company.

A copy of the order of the central government is mandatory in case of an increase in share capital with the central Government order.

A copy of the order of the tribunal is mandatory in case of an increase in share capital with the Central Government.

A certified true copy of the board resolution authorizing redemption of redeemable preference shares is displayed and mandatory in case of redemption of redeemable preference shares.

An altered memorandum of association is mandatory in case of an increase in share capital independently or by order of the Central Government or an increase in a few members.

Altered articles of association are mandatory in case the same is altered.

Working for calculations of ratios (in case of conversions) is mandatory in case of an increase in share capital with central government order. Any other information can be provided as an optional attachment(s).

Timeline
The SH-7 is required to be filed within 30 days from the date of Alteration or Increase.
Fees

Nominal Share Capital

Other than OPCs and Small Companies

OPC and Small Companies

Fixed

For every 10, 000 or part thereof

Fixed

For every 10, 000 or part thereof

Up to 1, 00, 000

5000

NIL

2000

More than 1,00,000 up to 5,00,000

5000+

400

2000

More than 5,00,000 up to 10,00,000

21000+

300

2000

More than 10,00,000 up to 50,00,000

36000+

300

2000+

200

More than 50,00,000 up to 1,00,00,000

156000+

100

More than 1,00,00,000

206000+

Notes:
At the time of increasing the authorized capital, if the fee payable on increased authorized capital exceeds Rupees two crore and fifty lakhs then the fee applicable shall be limited to two crore and fifty lakhs.
For increasing the authorized share capital, the difference between the fee applicable on the increased share capital and the fee applicable on existing authorized capital, at the rates prevailing on the date of filing the notice, shall be payable. For this purpose, the rates will be the same as specified above. 
E.g. In case the authorized capital is increased by the public company from Rupees 10,00,000 to Rupees 60,00,000, the fee payable will be calculated as:
 Fees payable on Rupees 60,00,000 i.e. Rupees                                                              166,000 
(as per the rates prevailing on the date of filing)
Less: Fees payable in Rupees 10,00,000 i.e.                                                                     36,000
(as per the rates prevailing on the date of filing)
The fee payable will be Rupees                                                                                    1, 30,000.
 
However, in case of ‘OPC’ or ‘Small Company’ increasing the paid-up capital beyond Rupees fifty lakhs, the fee payable shall be equal to the difference of fee applicable on increased authorized capital as per normal company rates and fee applicable on existing authorized capital as per fee rate applicable to OPC or Small Company.
E.g. In case the authorized capital is increased by OPC company from Rupees 10,00,000 to Rupees 60,00,000, the fee payable will be calculated as: 
Fees payable in Rupees 60,00,000 i.e.                                                                             1,66,000 
(as per normal company rates prevailing on the date of filing)
Less: Fees payable on Rupees 10, 00,000 i.e.                                                                      2,000 
(as per OPC/Small Company rates prevailing on the date of filing)
The fee payable will be Rupees                                                                                    1, 64,000.
 Key Considerations

Stamp duty on eForm SH-7 can be paid electronically through the MCA portal.

Payment of stamp duty electronically through the MCA portal is mandatory in respect of the states that have authorized the Central Government to collect stamp duty on their behalf. Now e-Stamp duty payment is to be done online through the MCA portal for all the states.

Refund of stamp duty, if any, will be processed by the respective state/ union territory government by the rules and procedures as per the state/ union territory Stamp Act.

If it is required to file eForm MGT-14 about the resolution passed for change in capital structure and ensure that filing of eForm MGT-14 precedes filing of this eForm.

MCA Help-Kit

Purpose

If a company changes its share capital or if it increases share capital by converting debentures or loans due to a Central Government order, it must file a return with the registrar within 30 days of the alteration or increase. The company also needs to file a return if it redeems any redeemable preference shares.

Sections and provisions

Section 64(1):

Where— (a) A company alters its share capital in any manner specified in sub-section (1) of section 61; (b) An order made by the Government under sub-section (4) read with sub-section (6) of section 62 has the effect of the increasing authorized capital of a company; or (c) A company redeems any redeemable preference shares, the company shall file a notice in the prescribed form with the Registrar within a period of thirty days of such alteration or increase or redemption, as the case may be, along with an altered memorandum.

Rule 15:

For the purposes of subsection (1) of section 64, where a company alters its share capital in any manner specified in sub-section (1) of section 61, or an order is passed by the Government increasing the authorized capital of the company in pursuance of sub-section (4) read with subsection (6) of section 62 or a company redeems any redeemable preference shares, the notice of such alteration, increase or redemption shall be filed by the company with the Registrar in Form No. SH-7 along with the fee.

Key Information:

The Form is available on the MCA version 3.

Documents Required:

A certified true copy of the resolution for alteration of capital is mandatory in case of an increase in share capital independently by the company.
A copy of the order of the central government is mandatory in case of an increase in share capital with the central Government order.
A copy of the order of the tribunal is mandatory in case of an increase in share capital with the Central Government.
A certified true copy of the board resolution authorizing redemption of redeemable preference shares is displayed and mandatory in case of redemption of redeemable preference shares.
An altered memorandum of association is mandatory in case of an increase in share capital independently or by order of the Central Government or an increase in a few members.
Altered articles of association are mandatory in case the same is altered.
Working for calculations of ratios (in case of conversions) is mandatory in case of an increase in share capital with central government order. Any other information can be provided as an optional attachment(s).

Timeline

The SH-7 is required to be filed within 30 days from the date of Alteration or Increase.

Fees

Nominal Share Capital	Other than OPCs and Small Companies		OPC and Small Companies
Nominal Share Capital	Fixed	For every 10, 000 or part thereof	Fixed	For every 10, 000 or part thereof
Up to 1, 00, 000	5000	NIL	2000	NA
More than 1,00,000 up to 5,00,000	5000+	400	2000	NA
More than 5,00,000 up to 10,00,000	21000+	300	2000	NA
More than 10,00,000 up to 50,00,000	36000+	300	2000+	200
More than 50,00,000 up to 1,00,00,000	156000+	100	NA	NA
More than 1,00,00,000	206000+	75	NA	NA

Notes:

At the time of increasing the authorized capital, if the fee payable on increased authorized capital exceeds Rupees two crore and fifty lakhs then the fee applicable shall be limited to two crore and fifty lakhs.

For increasing the authorized share capital, the difference between the fee applicable on the increased share capital and the fee applicable on existing authorized capital, at the rates prevailing on the date of filing the notice, shall be payable. For this purpose, the rates will be the same as specified above.

E.g. In case the authorized capital is increased by the public company from Rupees 10,00,000 to Rupees 60,00,000, the fee payable will be calculated as:

Fees payable on Rupees 60,00,000 i.e. Rupees 166,000

(as per the rates prevailing on the date of filing)

Less: Fees payable in Rupees 10,00,000 i.e. 36,000

(as per the rates prevailing on the date of filing)

The fee payable will be Rupees 1, 30,000.

However, in case of ‘OPC’ or ‘Small Company’ increasing the paid-up capital beyond Rupees fifty lakhs, the fee payable shall be equal to the difference of fee applicable on increased authorized capital as per normal company rates and fee applicable on existing authorized capital as per fee rate applicable to OPC or Small Company.

E.g. In case the authorized capital is increased by OPC company from Rupees 10,00,000 to Rupees 60,00,000, the fee payable will be calculated as:

Fees payable in Rupees 60,00,000 i.e. 1,66,000

(as per normal company rates prevailing on the date of filing)

Less: Fees payable on Rupees 10, 00,000 i.e. 2,000

(as per OPC/Small Company rates prevailing on the date of filing)

The fee payable will be Rupees 1, 64,000.

Key Considerations

Stamp duty on eForm SH-7 can be paid electronically through the MCA portal.
Payment of stamp duty electronically through the MCA portal is mandatory in respect of the states that have authorized the Central Government to collect stamp duty on their behalf. Now e-Stamp duty payment is to be done online through the MCA portal for all the states.
Refund of stamp duty, if any, will be processed by the respective state/ union territory government by the rules and procedures as per the state/ union territory Stamp Act.
If it is required to file eForm MGT-14 about the resolution passed for change in capital structure and ensure that filing of eForm MGT-14 precedes filing of this eForm.