SH – 7

Notice to Registrar of any alteration of share capital

• eForm SH-7 is required to be filed pursuant to Section 64 (1) of the Companies Act, 2013 and rule 15 of Companies (Share Capital & Debentures) Rules, 2014.

• Whenever a company alters its share capital/ number of members independently or increases the share capital by conversion of debentures/loans due to order of Central Government, then a return shall be filed with the registrar within 30 days of such alteration or increase. The return shall also be filed where the company redeems any redeemable preference shares.
• Stamp duty on eForm SH-7 can be paid electronically through the MCA portal.
• Payment of stamp duty electronically through MCA portal is mandatory in respect of the states which have authorized the Central Government to collect stamp duty on their behalf. Now eStamp duty payment is to be done online through MCA portal for all the states.
• Refund of stamp duty, if any, will be processed by the respective state/ union territory government in accordance with the rules and procedures as per the state/ union territory Stamp Act.
• If it is required to file eForm MGT-14 in relation to the resolution passed for change in capital structure and ensure that filing of eForm MGT-14 precedes filing of this eForm.
• Companies not limited by shares can change the status to company limited by shares by selecting the option for increase in share capital.
• Company not limited by shares cannot select the option for consolidation or division etc.

• Companies limited by shares cannot select the option for increase in number of members.

Increase in share capital independently by company

• Select the type of resolution and enter date of meeting in which the concerned resolution has been passed. Enter service request number (SRN) of eForm MGT-14, if any filed with RoC for the registration of the above resolution.

• Enter the revised authorized capital (after increase) of the company and amount of difference in authorized capital (addition).
• Enter the details for the break-up of the additional authorized capital for Equity shares and Preference shares and the conditions in respect of their issue.

Increase in number of members

• Select the type of resolution and enter date of meeting in which the concerned resolution has been passed. Enter SRN of eForm MGT-14, if any filed with RoC for the registration of the above resolution.
• Enter the revised number of members (total maximum number of members after increase) of the company and difference in number of members (addition).

Increase in share capital with Central Government order

• Enter details in respect of the increase in authorized share capital. System will automatically display the existing authorized capital of the company. Enter the revised authorized capital (after increase) of the company and amount of difference in authorized capital (addition).

• Enter the date of the order of receiving the order by the company.
• Enter the details for the break-up of the additional authorized capital for Equity shares and Preference shares and the conditions in respect of their issue.

Consolidation or division etc.

• Enter the date on which the shares were consolidated or divided etc.

Redemption of redeemable preference shares

• Enter the description of preference shares to be redeemed, date of issue of series of shares, date on which preference shares were fully paid up and its due date of redemption and other details with respect to redemption of preference shares.

Revised capital structure after taking into consideration the changes

• Enter details for the authorized, issued, subscribed and paid up share capital break up after taking into consideration the changes as entered in the eForm.
• Enter the number of shares, total amount of shares and nominal amount per share for each type of share. At least one type of share capital (Equity/ Preference) should be greater than zero.
• The authorized capital and paid up capital entered in the eForm shall update the authorized capital and the paid up capital, respectively of the company in master data.

• In case company has shares of multiple nominal amounts per share, then enter multiple nominal values per share separated by comma in the field Nominal amount per share.
• Select whether articles of association have been altered. In case articles have been altered then it shall be mandatory to attach copy of altered articles of association.
• System shall automatically display the amount of stamp duty to be paid on eForm SH-7 based on the state wise stamp rules.

Attachment:

• Certified true copy of the resolution for alteration of capital is mandatory in case of increase in share capital independently by company.
• Copy of order of central government is mandatory in case of increase in share capital with central Government order.
• Copy of the order of the tribunal is mandatory in case of increase in share capital with Central Government.
• Certified true copy of board resolution authorizing redemption of redeemable preference shares is displayed and mandatory in case of redemption of redeemable preference shares.
• Altered memorandum of association is mandatory in case of increase in share capital independently or by order of Central Government or increase in number of members.
• Altered articles of association is mandatory in case the same are altered.

• Working for calculations of ratios (in case of conversions) is mandatory in case of increase in share capital with central government order.

Fees:

Fee applicable in case purpose of form is:

• ‘Increase in Authorized Capital Independently’
• ‘Increase in Authorized Capital due to Central Government Order’

MOA Registration Fees

At the time of increasing the authorized capital, if fee payable on increased authorized capital is exceeding 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 fee applicable on the increased share capital and 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 same as specified above.

E.g. In case the authorized capital is increased by 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 on Rupees 10,00,000 i.e. 36,000

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

Fee payable will be Rupees 1, 30,000.

Additional fee rules

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