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Section 64 of the Companies Act 2013 requires companies to notify the Registrar of Companies within 30 days of altering share capital by filing Form SH-7. This applies to increases, consolidations, conversions, subdivisions, or cancellations of share capital under Section 61.

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Section 64 of Companies Act 2013: Notice Requirements for Share Capital Changes

Updated 23 September 2026  •  7 min read  •  Source: Companies Act 2013, Section 64; Companies (Share Capital and Debentures) Rules 2014

Section 64 of the Companies Act 2013 imposes a mandatory filing obligation on companies that alter their share capital. Whenever a company increases, consolidates, converts, subdivides, or cancels its share capital under Section 61, it must notify the Registrar of Companies (ROC) within 30 days by filing Form SH-7. Failure attracts a penalty on both the company and its officers. This post covers which changes trigger Section 64, the filing process, and the consequences of non-compliance.

Key Takeaways
  • Section 64 applies when a company alters share capital under Section 61
  • Filing deadline: 30 days from the date of passing the resolution
  • Form to file: SH-7 on the MCA21 portal
  • Section 64 applies to public and private companies — not to OPCs
  • Penalty for default: Rs 1,000 per day (company) + Rs 500 per day per officer

What Alterations to Share Capital Trigger Section 64?

Section 64 is triggered by any of the five types of alterations to share capital permitted under Section 61:

Type of Alteration Example Form Required
Increase in authorised share capital Rs 10 lakh increased to Rs 50 lakh SH-7 (+ MGT-14 if applicable)
Consolidation of shares 10 shares of Rs 10 consolidated to 1 share of Rs 100 SH-7
Conversion of shares into stock Converting fully paid equity shares into stock SH-7
Sub-division of shares 1 share of Rs 100 split into 10 shares of Rs 10 SH-7
Cancellation of unissued shares Cancelled 5 lakh unsubscribed shares from authorised capital SH-7
Important Distinction: Section 64 covers alterations to authorised share capital. The issuance of new shares (allotment) is handled separately via Form PAS-3. Increasing authorised capital and actually allotting shares are two separate events — both must be reported to ROC in their respective forms.

What Is the Procedure to Comply with Section 64?

1
Pass resolution in General Meeting — An Ordinary Resolution is sufficient for most alterations under Section 61. The resolution must specify the new authorised capital structure.
2
Amend the MOA (Memorandum of Association) — The Capital Clause (Clause V) of the MOA must be amended to reflect the altered capital. Print the updated MOA with the new capital clause.
3
File SH-7 on MCA21 portal within 30 days — Log in to mca.gov.in. Go to e-filing → Company Forms Filing → SH-7. Attach the resolution, altered MOA, and notice of meeting. Pay the filing fee (based on new authorised capital).
4
Wait for ROC acknowledgement — ROC registers the change. The CIN remains the same; only the capital clause is updated. You can verify the updated authorised capital on the MCA portal’s company master data.

What Is the Fee for Filing Form SH-7?

New Authorised Capital SH-7 Filing Fee (approx.)
Up to Rs 1,00,000 Rs 200
Rs 1,00,001 to Rs 5,00,000 Rs 300
Rs 5,00,001 to Rs 10,00,000 Rs 400
Rs 10,00,001 to Rs 50,00,000 Rs 500
Above Rs 50 lakh Slab-based; check MCA fee calculator

What Are the Penalties for Non-Compliance with Section 64?

Section 64(2) specifies the penalty for failure to notify the ROC within 30 days:

  • Company: Rs 1,000 for every day of default (during which the default continues)
  • Every officer in default: Rs 500 for every day of default

The company can file the SH-7 late with additional fees and penalty under MCA’s condonation provisions. However, long delays can complicate share allotments and funding rounds, as subsequent filings (PAS-3 for new shares) cannot show authorised capital higher than what is on record.

Does Section 64 Apply to Private Limited Companies and OPCs?

Section 64 applies to both public and private limited companies. However, One Person Companies (OPCs) are not required to have an authorised capital minimum under the same scheme and have certain exemptions from general meeting requirements — but they are still required to file SH-7 if they alter share capital under Section 61.

How Does Section 64 Interact with Startup Funding Rounds?

Before a startup can allot new shares to investors (via PAS-3), it must ensure its authorised share capital is sufficient to accommodate the new shares. If the investment requires more shares than the authorised capital allows, the company must first increase authorised capital (passing a resolution and filing SH-7 under Section 64), and only then allot new shares. Failing to do this in sequence means the allotment is in excess of authorised capital — a serious legal defect that requires NCLT approval to rectify.

Frequently Asked Questions

What is Section 64 of the Companies Act 2013?

It requires companies to notify the ROC within 30 days of any alteration in share capital (increase, consolidation, subdivision, conversion, or cancellation) by filing Form SH-7 on the MCA21 portal.

What is the deadline to file SH-7 under Section 64?

30 days from the date of passing the resolution for the alteration at the General Meeting.

What is the penalty for late SH-7 filing?

Rs 1,000 per day for the company and Rs 500 per day per officer in default for each day of default beyond 30 days.

Does a private company need to comply with Section 64?

Yes — Section 64 applies to both public and private limited companies whenever share capital is altered under Section 61.

What form is filed under Section 64?

Form SH-7 on the MCA21 portal. The altered Memorandum of Association and the resolution must be attached.