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{“@context”:”https://schema.org”,”@type”:”FAQPage”,”mainEntity”:[{“@type”:”Question”,”name”:”What is the difference between authorised capital and paid-up capital?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Authorised capital (also called nominal capital) is the maximum amount of share capital that a company is legally allowed to issue, as stated in its Memorandum of Association. Paid-up capital is the actual amount received by the company from shareholders who have paid for their shares. Paid-up capital can never exceed authorised capital, but it is typically much lower.”}},{“@type”:”Question”,”name”:”What is the minimum authorised capital for a Private Limited Company?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”There is no statutory minimum authorised capital for a Private Limited Company under the Companies Act 2013. Companies can incorporate with authorised capital as low as ₹1 lakh (the common base for calculating ROC fees). The common practice is to keep authorised capital at ₹1 lakh to minimise ROC stamp duty and fees.”}},{“@type”:”Question”,”name”:”How do you increase authorised capital?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”To increase authorised capital, the company must: (1) Pass an Ordinary Resolution at a General Meeting (if the Articles permit, which most do); (2) File Form SH-7 with MCA within 30 days of the resolution; and (3) Pay the additional stamp duty on the increased capital amount. The MOA’s Capital Clause is automatically updated upon MCA approval.”}},{“@type”:”Question”,”name”:”What is subscribed capital and issued capital?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Issued capital is the portion of authorised capital that has been formally offered to the public or to specific investors. Subscribed capital is the portion of issued capital for which applications have been received from investors. Paid-up capital is the portion of subscribed capital that has actually been paid by subscribers. The hierarchy is: Authorised ≥ Issued ≥ Subscribed ≥ Paid-up.”}},{“@type”:”Question”,”name”:”What is share premium?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Share premium is the amount received by a company over and above the face value of a share. For example, if shares with a face value of ₹10 are issued at ₹100 (common in funded startups), the ₹90 difference is share premium. Share premium is credited to the Securities Premium Reserve account and can be used for specific purposes (bonus shares, writing off IPO expenses, buyback premium).”}}]}
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Authorised Capital vs Paid-Up Capital: Differences, Limits and How to Increase
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.
In This Article
- What do authorised capital, issued capital, subscribed capital, and paid-up capital mean?
- What is the complete comparison between authorised and paid-up capital?
- How does authorised capital relate to the MOA Capital Clause?
- How is authorised capital increased and what is Form SH-7?
- How do funding rounds affect paid-up capital and share premium?
- How does authorised capital affect ROC fees and stamp duty?
- How can Tradeviser help with capital structure planning?
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
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 |
How does authorised capital relate to the MOA Capital Clause?
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:
- Hold a Board Meeting and convene an EGM (or AGM) with proper notice
- Pass an Ordinary Resolution to increase authorised capital to the new amount
- File Form SH-7 on MCA21 within 30 days of the resolution, with a certified true copy of the resolution
- Pay additional stamp duty on the increased capital amount (state-wise)
- MCA updates the company’s MOA Capital Clause records — no separate MGT-14 needed for this
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.
Frequently Asked Questions

CA Madhusmita Padal is a Practicing Chartered Accountant with firms based in Odisha and Chennai. She specializes in taxation, company law, and auditing. She is passionate about simplifying complex concepts and making knowledge accessible to all.