Form SH-7

Form SH-7 is a compulsory MCA e-form under the Companies Act, 2013, for informing any alterations or updates in a company's authorised share capital. Whenever there is an expansion, consolidation, subdivision, reclassification, or cancellation of the authorised capital, the law directs that this alteration be formally reported to the Registrar of Companies via this form.

The SH-7 Form is vital to maintaining the accuracy of corporate records maintained by the MCA and the ROC. Authorised share capital indicates the maximum amount of capital a company is legally allowed to raise. Any amendment to this ceiling directly affects future fundraising efforts, share issuance, and ownership structuring. Given this significance, regulatory bodies require that such modifications be properly disclosed and sanctioned.

Filing Form SH-7 becomes necessary only after the shareholders have approved the capital alteration through an official resolution. Submitting the form guarantees that the capital clause in the Memorandum of Association is rectified and that the company's post-registration records remain lawfully coherent, trustworthy, and accessible to regulators, investors, and financial institutions.

The e-Form SH-7 is intended to legally enter changes in a company’s authorized share capital and place them on record. It assures that management and shareholder decisions are accurately communicated to regulators and documented correctly in regulatory filings. The purposes include:

• Formally Communicating Information: Form SH-7 notifies the Registrar of Companies about changes to the authorized share capital, ensuring that regulatory records mirror the company’s current capital structure without confusion or outdated details.
• Ensuring Compliance with Regulations: Filing this form validates that the capital alteration has adhered to all legal procedures, including board and shareholder approvals as mandated by the Companies Act, 2013.
• Enhancing Stakeholder Awareness: Updated capital information assists investors, lenders, and business associates in understanding the company’s financial boundaries and ownership structure clearly.
• Ensuring Document Consistency: The SH-7 form aligns the Memorandum of Association with the updated authorized share capital, helping to avoid discrepancies during audits, due diligence, or regulatory examinations.
• Promoting Operational Preparedness: Accurate filing prevents future compliance hurdles during share offerings, investment rounds, or restructuring by confirming that authorised capital limits are already approved and documented.

The e-Form SH-7 submission is not merely a procedural formality but a legal requirement embedded within India’s corporate law framework. These provisions highlight when authorized share capital may be changed, how such changes must be approved, and the process for reporting them to the relevant authorities. The rules include:

• Section 64(1) of the Companies Act, 2013: This section mandates that all companies notify the Registrar of Companies whenever their authorized share capital is modified. It establishes the timeline for filing and confirms SH-7 as a required post-resolution submission to maintain statutory records that are accurate and legally valid.
• Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014: This rule details the procedural guidelines for submitting Form SH-7, encompassing the required format, supporting documentation, and compliance conditions to ensure uniform and standardized reporting of capital changes among companies.
• Recent Modifications and Updates: Regular notifications and MCA revisions refine the filing timelines, digital authentication standards, and fee structures, assuring that SH-7 compliance evolves in accordance with regulatory expectations and contemporary corporate governance practices.

Who Must File Form SH-7?

Any organization that alters its authorized share capital must file Form SH-7 with the Registrar of Companies as a legal requirement. This duty is applicable post company registration and is regulated under the MCA framework, which guarantees that changes regarding capital are accurately documented in the legal ROC records. 

• Private Limited Company: A private limited company is bound to file the SH-7 form whenever it modifies, consolidates, or restructures its authorized share capital to issue new shares, bring in investors, or adjust capital limits in line with business growth objectives.  
• Public Companies: Public companies must submit Form SH-7 for changes in authorized share capital that result from expansion, restructuring, or public fundraising, thereby ensuring transparency and compliance with MCA and ROC standards.  
• One Person Company and Small Companies: OPCs and small companies are also required to file the SH-7 form for any modifications to authorized capital, regardless of how minor, to keep precise statutory records.  
• Section 8 Companies and Non-profit Organizations: Section 8 entities must file Form SH-7 when there is any change in authorized share capital, thus ensuring that non-profit organizations maintain accurate capital disclosures with the Registrar of Companies.

In order to file Form SH-7, the company must provide supporting documents demonstrating that the change in authorized share capital has been duly authorized and recorded. These documents assist the Registrar of Companies in validating the decision and ensuring that the statutory filings remain precise, consistent, and legally sound. The essential documents include:

• Certified copy of the board resolution
• Certified copy of the shareholders’ resolution
• Altered Memorandum of Association (MOA)
• Government Order
• Tribunal Order
• Notice of the general meeting
• Attendance and voting records
• Altered Articles of Association (AOA), if applicable

The step-by-step process emphasises the importance of timely filing, helping your company meet deadlines and avoid compliance issues, which promotes a sense of control and professionalism.  

• Capital Assessment Stage: The Company assesses its current authorized share capital and identifies the necessity for alteration, such as an increase, consolidation, subdivision, or cancellation, based on business growth, funding strategies, or regulatory needs.  
• Board Approval Secured: A board meeting is held to sanction the proposed alteration of authorized share capital and to authorize the convening of a general meeting for shareholder approval.  
• Shareholder Resolution Approved: The alteration of authorized share capital is sanctioned by the shareholders via an ordinary resolution, establishing the legal foundation for proceeding with the statutory filing.  
• Documents Prepared Accurately: Certified copies of resolutions and the altered capital clause of the Memorandum of Association are prepared to support the change in authorized share capital.  
• Form Accurately Completed: The SH-7 form is filled out with updated details about authorized capital, resolution dates, and necessary attachments, ensuring precision and consistency across all disclosures.  
• Submission Acknowledged Officially: The fully completed form is submitted along with the applicable fees, and an acknowledgement is received confirming that the Registrar of Companies has registered the change.

Form SH-7 Instruction Kit: Step-by-Step Filing Process

The Form SH-7 instruction kit offers companies detailed directions to guarantee precise and error-free submissions. It highlights compliance checks, document preparation, and verification procedures to ensure that changes to authorised share capital are promptly accepted by the Registrar of Companies. The main steps include:  

• Applicability Confirmation Check: Determine if the modification to authorized share capital necessitates the submission of Form SH-7. Clearly identify the type of alteration whether it is an increase, decrease, consolidation, subdivision, or cancellation and ensure the resolution type is correct.  
• Board & Shareholder Resolution Validation: Ensure that the change has been sanctioned through the appropriate board and shareholder resolutions. Verify that the resolutions are accurately written, signed, and dated to align with MCA/ROC compliance standards.  
• Capital Figures Verification: Reassess the authorized share capital figures presented in resolutions, the Memorandum of Association, and the form itself. Any inconsistencies may result in rejection or inquiries from the Registrar of Companies.
• Document Readiness Review: Assemble all relevant supporting documents, including certified resolutions, the modified Memorandum of Association, and pertinent Articles of Association (AOA). Confirm that the documents are properly signed, stamped, and formatted for electronic submission.  
• Signatory Authentication: Ensure that the e-form will be digitally signed by authorized personnel, typically either a director or the company secretary. Verify the validity of the DIN, DSC, and adherence to MCA authentication requirements to prevent rejection.  
• Pre-Filing Accuracy Review: Carry out a final assessment of the form, documents, and attachments. Make certain that all fields are accurately completed, the appropriate attachments are uploaded, and there are no mistakes in company information, ROC data, or capital figures.  
• Acknowledgement Confirmation: Following submission, secure the acknowledgement from the Registrar of Companies. Retain it for statutory records and confirm its reflection in MCA master data for future verification.  
• Post-Filing Compliance Check: Ensure that the Memorandum of Association displays the updated authorized share capital. Check that ROC records are amended and accessible, upholding compliance for audits, investors, and subsequent filings.

Form SH-7 must be submitted within 30 days of the resolution's passage approving the alteration of authorised share capital. Delays incur additional fees and may result in penalties. Timely submission is critical to ensure the company's capital structure remains legally valid and publicly updated, avoiding compliance risks.

The amount of authorized share capital post-alteration determines the fees associated with filing Form SH-7. As the capital threshold increases, so too does the applicable government fee. Late filings incur additional fees calculated daily, subject to set limits. Proper fee assessment is essential to prevent rejection or the need for resubmission.

Corpseed is a leading consulting firm providing comprehensive support for companies navigating the complexities of authorised share capital changes. Filing Form SH-7 with the Registrar of Companies can be challenging, and Corpseed ensures the entire process is seamless, compliant, and error-free.

• Expert Guidance on SH-7 Compliance: Our consultants simplify the legal framework under the Companies Act, MCA rules, and ROC requirements. We explain who must file, timelines, document requirements, and potential pitfalls so that you remain fully compliant.
• Accurate Form Preparation and Submission: From drafting board and shareholder resolutions to preparing attachments like the altered Memorandum of Association, Corpseed ensures that every form is complete, accurate, and ready for smooth acceptance by the ROC.
• End-to-End Assistance: We handle the process from start to finish: document verification, form completion, digital signatures, submission, follow-ups with the ROC, and confirmation of updates in MCA records, so you can focus on business operations.
• Tailored Support for Every Company Type: Whether you are a Private Limited, Public Company, One Person Company, or Section 8 entity, Corpseed tailors SH-7 filing support to your company structure, ensuring compliance with relevant statutory requirements.
• Ongoing Advisory and Updates: Beyond filing, we guide you on future alterations, amendments, capital planning, and post-filing compliance, helping maintain statutory records accurately and avoiding errors in subsequent filings.