Increase Paid-up Capital of Company

Increase paid-up share capital through right issue (Section 62(1)(a)), private placement (Section 42), bonus issue, ESOP exercise or conversion of loans into equity — with full Companies Act, 2013 compliance.

Expert Lawyers
Confidential
PAN India
4.9/5 Reviews
Free Consultation

Get Expert Legal Help

Share your details — our specialist will call you back.

Overview

Understanding Increase Paid-up Capital of Company

Paid-up share capital is the amount of authorized capital that has actually been subscribed and paid for by shareholders. Increasing paid-up capital is essential when the company needs to bring fresh equity for working capital, expansion, debt reduction or investor onboarding — but only up to the limit of authorized capital (which itself can be increased separately). Routes to increase paid-up capital include: (a) Right Issue under Section 62(1)(a) — offer to existing shareholders proportionate to holding; (b) Private Placement under Section 42 — offer to identified persons via Letter of Offer; (c) ESOP exercise — issuance to employees on stock-option exercise; (d) Bonus Issue — capitalization of free reserves; (e) Conversion — convert preference shares, debentures, or loans into equity. Each route has distinct procedural requirements — board approvals, shareholder resolutions, valuation reports, MCA filings (PAS-3, MGT-14, SH-7), stamp duty, and post-allotment compliance. We handle the entire workflow — strategy, documentation, filings and post-issue mutation.
Why Legal Door

Built for Outcomes, Trusted Pan-India

Specialist lawyers, transparent pricing and end-to-end execution from first call to final order.

Route Strategy

Right issue vs private placement vs bonus — chosen based on shareholders, valuation, tax.

Valuation Coordination

Registered valuer reports for non-cash issues, premium calculations.

MCA Filings Bundle

PAS-3, MGT-14, SH-7 and other filings within statutory timelines.

Investor / FEMA Coordination

Where foreign investors involved — FC-GPR, FEMA pricing guidelines.

What We Cover

Key Highlights

Right Issue under Section 62(1)(a)
Private Placement under Section 42
Bonus Issue from free reserves
ESOP exercise (Sweat equity / employee stock options)
Conversion of preference shares / debentures / loans
Valuation report by Registered Valuer (Section 247)
PAS-3 (Return of Allotment) within 30 days
MGT-14 (special resolutions) within 30 days
SH-7 if authorized capital also increases
FC-GPR for foreign investments
Stamp duty on share certificates (State-specific)
Pre-emption rights waiver where applicable
Our Process

How We Help You

A straightforward, transparent path from first call to resolution.

1Authorization Check

Verify authorized capital headroom; if insufficient, increase authorized capital first (Section 61, SH-7).

2Route Selection

Right issue / private placement / bonus / ESOP based on objective and stakeholders.

3Board & Shareholder Approval

Pass board resolution; convene EGM if shareholder approval needed.

4Allotment & Filing

Receive subscription money; allot shares; file PAS-3 within 30 days.

5Statutory Compliance

Issue share certificates; update Register of Members; stamp duty payment.

Checklist

Documents Required

  • Notice of Board / EGM
  • Special / ordinary resolution
  • Letter of Offer (right issue / private placement)
  • Valuation report (where applicable)
  • Subscription forms and applications
  • Share certificates
  • Updated Register of Members
  • PAS-3, MGT-14, SH-7 forms
Legal Framework

Applicable Laws & Regulations

Key statutes, rules and judicial precedents that govern this service.

Companies Act, 2013 — Section 62

Right issue and ESOPs; pre-emptive rights of existing shareholders.

Section 42

Private placement of securities.

Section 61 + SH-7

Increase of authorized share capital.

Section 247

Registered Valuer required for valuation.

Companies (Share Capital and Debentures) Rules, 2014

Procedural rules.

Avoid These Mistakes

Common Pitfalls

Costly errors we routinely help clients fix — or better, avoid altogether.

Authorized Capital Cap

Cannot allot beyond authorized capital. Increase authorized first (Section 61).

Right Issue Pricing

For listed companies, SEBI ICDR pricing applies. Unlisted: face value or higher; below face value not permitted unless preference shares.

Private Placement Limit

50 persons in a financial year (excluding QIBs and employees). More needs public offer.

Late PAS-3

PAS-3 beyond 30 days attracts late filing fees and may invalidate allotment in extreme cases.

FAQs

Common Questions

Everything you need to know before you begin

Authorized capital is the maximum capital the company can issue per its MoA. Paid-up capital is what has actually been subscribed and paid for. Paid-up cannot exceed authorized.

Ready to Open Your Door to Success?

Schedule a free consultation today and discover how Legal Door can help you achieve your legal objectives.