When a Private Limited Company (Pvt Ltd) or Public Limited Company wants to increase its Authorized Share Capital, it must pay ROC (Registrar of Companies) Fees based on the new capital amount. The fee structure is set under The Companies (Registration of Offices and Fees) Rules, 2014.
🔹 ROC Fees for Increasing Authorized Share Capital
The ROC fee is calculated based on the total authorized capital after the increase, not just the increased amount.
| Authorized Capital Range (After Increase) | ROC Fee (₹) |
|---|---|
| Up to ₹1,00,000 | ₹5,000 |
| ₹1,00,001 – ₹5,00,000 | ₹5,000 + ₹400 per ₹10,000 above ₹1,00,000 |
| ₹5,00,001 – ₹10,00,000 | ₹20,000 + ₹300 per ₹10,000 above ₹5,00,000 |
| ₹10,00,001 – ₹50,00,000 | ₹35,000 + ₹250 per ₹10,000 above ₹10,00,000 |
| ₹50,00,001 – ₹1,00,00,000 (1 Cr) | ₹1,35,000 + ₹100 per ₹10,000 above ₹50,00,000 |
| Above ₹1,00,00,000 (1 Cr) | ₹2,35,000 + ₹75 per ₹10,000 above ₹1,00,00,000 |
💡 Note: The ROC fee is subject to GST (18%), which will be added to the total cost.
🔹 Calculation Example for Increasing Authorized Capital to ₹10 Crore
GurukulGalaxy Pvt Ltd’s Capital Increase
- Current Authorized Capital = ₹1,00,000
- Proposed Authorized Capital = ₹10,00,00,000 (₹10 Cr)
🔹 Step 1: Determine ROC Fee
Since the new capital is above ₹1 Cr, we use the formula: Fee=₹2,35,000+(₹75×(₹10,00,00,000−₹1,00,00,000)10,000)\text{Fee} = ₹2,35,000 + (₹75 \times \frac{(₹10,00,00,000 – ₹1,00,00,000)}{10,000}) =₹2,35,000+₹6,75,000= ₹2,35,000 + ₹6,75,000 =₹9,10,000= ₹9,10,000
🔹 Step 2: Add 18% GST GST=18%×₹9,10,000=₹1,63,800\text{GST} = 18\% \times ₹9,10,000 = ₹1,63,800
🔹 Step 3: Total ROC Fees Payable ₹9,10,000+₹1,63,800=₹10,73,800₹9,10,000 + ₹1,63,800 = ₹10,73,800
✅ Total ROC Fee (including GST) for increasing capital to ₹10 Crore = ₹10,73,800
🔹 Additional Costs to Consider
1️⃣ Stamp Duty Fees
- Varies by state, generally 0.15% of the Authorized Capital increase.
- For ₹10 Cr, stamp duty could range from ₹15,000 – ₹1,50,000, depending on the state.
2️⃣ Professional Fees (If Hiring a CA/CS)
- Legal & documentation charges for Chartered Accountant (CA) / Company Secretary (CS) services.
- Fees range from ₹10,000 – ₹50,000, depending on complexity.
📌 Documents Required for ROC Filing
✔ Board Resolution & Shareholders’ Resolution (EGM)
✔ Revised MOA (Memorandum of Association) – Clause V Update
✔ MGT-14 Form (If Special Resolution Passed)
✔ SH-7 Form (For Authorized Capital Increase)
✔ Government Fee Payment Receipts
📌 Summary of ROC Fees for ₹10 Cr Authorized Capital
| Fee Type | Amount (₹) |
|---|---|
| ROC Fee for ₹10 Cr Authorized Capital | ₹9,10,000 |
| GST (18%) | ₹1,63,800 |
| Estimated Stamp Duty (State Dependent) | ₹15,000 – ₹1,50,000 |
| Professional Fees (Optional) | ₹10,000 – ₹50,000 |
| Total Estimated Cost | ₹10,73,800 – ₹12,73,800 |
🎯 Conclusion
🔹 ROC fees increase with higher authorized capital, so calculate carefully.
🔹 Ensure correct filings (MGT-14, SH-7) to avoid penalties.
🔹 Stamp duty varies by state, so check local regulations.
🔹 Total cost (including taxes) can exceed ₹10.7 – ₹12.7 lakh for ₹10 Cr capital.
Would you like help with MOA updates or ROC filings? 😊