- Professional consultation
- Document preparation
- Government filing
Below is a detailed guide to the process:
Check Articles of Association (AOA): Review the company's Articles of Association to
ensure compliance with any specific provisions regarding the increase of paid-up
capital.
Convene Board Meeting: Convene a meeting of the Board of Directors to
propose the increase of paid-up capital. Prepare and circulate the agenda along
with necessary documents to the board members in advance of the meeting.
Pass Board Resolution: During the board meeting, discuss and approve the
proposal for increasing the paid-up capital. Pass a resolution by a majority
vote of the directors present and voting. Specify the details of the proposed
increase, including the amount of increase and any related matters.
Allotment of Shares: Determine the method of increasing the paid-up
capital, such as issuing new shares, rights issue, bonus issue, or conversion
of debentures or loans into shares. Allot the newly issued shares to existing
shareholders or to new shareholders as per the applicable method.
Receive Payment: Ensure that the payment for the newly allotted shares
is received from the shareholders. Payment can be made in cash, cheque, demand
draft, electronic transfer, or any other acceptable mode as specified in the
Companies Act, 2013.
File Form PAS-3: Within 30 days of the allotment of shares, file Form
PAS-3 with the Registrar of Companies (RoC) to intimate them about the increase
of paid-up capital. Attach the necessary documents, including the board
resolution for allotment of shares and the list of allottees. Pay the
prescribed filing fee.
Update Register of Members: Update the Register of Members maintained by the
company to reflect the allotment of shares and the increase of paid-up capital.
Ensure compliance with the requirements of Section 88 of the Companies Act,
2013, regarding maintenance of registers.
Update Other Records: Update other relevant records and documents,
including the Share Certificate, Register of Members, and any agreements or
contracts, to reflect the increase of paid-up capital.
Compliance with Disclosure Requirements: Ensure compliance with any additional disclosure
requirements applicable to the increase of paid-up capital, such as those
related to related party transactions or disclosure in financial statements.
By following these steps and adhering to the requirements of the Companies Act, 2013, a company can successfully increase its paid-up capital. It's essential to maintain proper documentation and ensure timely compliance with all legal and regulatory obligations.
A clear, structured delivery process from start to finish
CA/CS specialist reviews your requirements and confirms scope.
We share a checklist and collect through our secure portal.
Our team files all applications with government authorities.
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Practical answers curated by our CA and CS desks for INCREASE IN PAID-UP CAPITAL.
It means the company is issuing additional shares or receiving further payments for existing shares, thereby increasing the total funds received from shareholders.
Authorised capital is the maximum limit a company can issue as share capital (as per its MOA). Paid-up capital is the portion actually issued and paid by shareholders. Paid-up capital can never exceed authorised capital.
Yes, if your authorised capital limit has been reached, you must first increase it before issuing more shares or raising additional funds.
Yes, but limited funds may restrict borrowing capacity, investor trust, and regulatory eligibility for certain licenses or contracts.
Typically 7–10 working days, provided all documents and approvals are ready.
Failure to file forms within the prescribed time may attract additional fees and penalties under Section 450 of the Companies Act, 2013.
Through rights issue, private placement, bonus issue, conversion of loans to equity, or issue of sweat-equity shares.
Yes, foreign shareholders can subscribe
to new shares subject to FDI regulations and sectoral caps.
Yes, via sweat-equity or ESOPs, following prescribed rules and shareholder approval.
Yes, shareholders can pay outstanding amounts on partly paid shares, thereby increasing the company’s paid-up capital.
While it’s legally possible to do it in-house, professional assistance ensures proper documentation, timely filing, and compliance with ROC and FEMA norms.
BizPriest handles AOA verification, board
and shareholder resolutions, form filings, share allotment documentation, and
end-to-end compliance.
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