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MCA / Company Law

Authorised Capital vs Paid-Up Capital: Differences, Limits and How to Increase

By CA Madhusmita Padal • Updated September 2026 • 6 min read

The terms authorised capital, issued capital, subscribed capital, and paid-up capital appear on every company balance sheet — but most founders find them confusing. This article decodes each term, explains the legal cap that authorised capital places on share issuance, shows how funding rounds interact with paid-up capital, and covers the exact process for increasing authorised capital when the company needs to issue more shares to investors.

Key Takeaways

  • Authorised capital = maximum shares the company can ever issue (stated in MOA).
  • Paid-up capital = actual money received from shareholders for shares they hold.
  • Paid-up capital cannot exceed authorised capital.
  • To raise more equity than your current authorised capital allows, file Form SH-7 to increase it first.
  • No minimum authorised capital for Private Limited Companies — ₹1 lakh is the common starting point.

What do authorised capital, issued capital, subscribed capital, and paid-up capital mean?

  • Authorised Capital (Nominal Capital): The maximum amount of share capital that a company is authorised to issue, as stated in the MOA’s Capital Clause. This is the ceiling — the company cannot issue shares beyond this limit without first increasing it
  • Issued Capital: The portion of authorised capital that the company has actually offered to shareholders (existing or new). All issued capital is authorised, but not all authorised capital is issued
  • Subscribed Capital: The portion of issued capital for which shareholders have submitted applications and been allotted shares. Equal to issued capital in most private companies where all offered shares are accepted
  • Paid-Up Capital: The actual cash (or kind) received from shareholders for their shares. Equal to subscribed capital when shares are fully paid (the standard for private companies). Shows on the balance sheet as equity capital
Hierarchy: Authorised ≥ Issued ≥ Subscribed ≥ Paid-up. For most small Private Limited Companies, all four values are equal — all authorised shares have been issued, subscribed, and paid up.

What is the complete comparison between authorised and paid-up capital?

Parameter Authorised Capital Paid-Up Capital
Definition Maximum shares the company can issue Actual money received for issued shares
Where stated MOA Capital Clause + balance sheet Balance sheet (shareholders’ equity)
Statutory limit No minimum for Pvt Ltd; ₹5L for Public Ltd No minimum for Pvt Ltd
ROC fee impact Yes — higher auth. capital → higher ROC fees No direct impact on ROC fees
Change mechanism Ordinary Resolution + Form SH-7 Share allotment (Form PAS-3)
Relationship Always ≥ paid-up capital Always ≤ authorised capital

The MOA’s Capital Clause (Clause 5) states the authorised share capital — the amount and the number of shares. For example: “The share capital of the Company is ₹10,00,000 (Ten Lakh) divided into 10,00,000 equity shares of ₹1 each.”

This clause limits what shares the company can issue. Before a funding round that would push paid-up capital above the authorised limit, the company must increase authorised capital by passing a resolution and filing Form SH-7 — the MOA Capital Clause is updated automatically in MCA’s records.

How is authorised capital increased and what is Form SH-7?

Form SH-7 is the MCA e-form for increasing authorised share capital. The process:

  1. Hold a Board Meeting and convene an EGM (or AGM) with proper notice
  2. Pass an Ordinary Resolution to increase authorised capital to the new amount
  3. File Form SH-7 on MCA21 within 30 days of the resolution, with a certified true copy of the resolution
  4. Pay additional stamp duty on the increased capital amount (state-wise)
  5. MCA updates the company’s MOA Capital Clause records — no separate MGT-14 needed for this
Timing is critical: A company that receives investor funds and allots shares that exceed its current authorised capital has committed a technical violation. Increase authorised capital before allotting the investment round shares — not after.

How do funding rounds affect paid-up capital and share premium?

When a startup raises funding, the investor pays an amount per share that is typically far above the face value. The difference goes to share premium:

Component Example What Increases
Face value per share ₹1 Paid-up share capital
Issue price per share ₹500 Paid-up + Securities Premium
Share premium per share ₹499 (₹500 − ₹1) Securities Premium Reserve
10,000 shares allotted at ₹500 Total = ₹50,00,000 ₹10,000 → paid-up; ₹49,90,000 → premium

Share premium does not increase authorised capital — only the face value allotment does. After this round, authorised capital must be at least equal to the total face value of all shares (old + newly allotted).

How does authorised capital affect ROC fees and stamp duty?

Higher authorised capital directly increases two costs:

  • ROC filing fees (Form SH-7): Calculated on the incremental capital — the more you increase, the higher the fee
  • Stamp duty: Paid on the increased authorised capital amount — varies by state (Maharashtra charges 0.01–0.02% on the incremental capital, subject to a cap in some states)

This is why startups typically incorporate with ₹1 lakh authorised capital and increase it only when a specific funding round requires it — keeping stamp duty and ROC fees proportional to actual need.

How can Tradeviser help with capital structure planning?

Tradeviser helps founders plan the right authorised capital at incorporation, advises on when to increase it before a funding round, and handles Form SH-7 filing, board/EGM resolutions, and stamp duty calculation for the increase.

Plan Your Capital Structure Before Fundraising

Tradeviser advises on authorised capital, files Form SH-7 before investor allotments, and handles all ROC filings for share allotment (PAS-3) and capital increases.

Talk to a CA

Frequently Asked Questions

What is the difference between authorised and paid-up capital?

Authorised capital = maximum shares the company can issue (stated in MOA). Paid-up capital = actual cash received from shareholders. Paid-up cannot exceed authorised.

What is the minimum authorised capital for a Private Limited Company?

No statutory minimum. Most companies start with ₹1 lakh to minimise ROC fees and stamp duty.

How do you increase authorised capital?

Pass an Ordinary Resolution at a General Meeting, then file Form SH-7 with MCA within 30 days and pay additional stamp duty on the increase.

What is subscribed capital and issued capital?

Issued = offered to investors. Subscribed = applied for and allotted. Paid-up = actually paid. Hierarchy: Authorised ≥ Issued ≥ Subscribed ≥ Paid-up.

What is share premium?

Share premium = issue price minus face value per share. Credited to Securities Premium Reserve. A ₹10 face value share issued at ₹500 generates ₹490 share premium per share.