What is time limit to file Change of Capital Documents with ROC. Whenever a company increases or decreases its share capital, it must report that change to the Registrar of Companies (ROC) within the prescribed time limit.
Timely filing of these documents ensures that the company’s financial structure stays legally compliant and transparent.
Failing to file the required forms within the time frame can result in penalties, additional fees, and legal complications under the Companies Act, 2013.
Let’s understand what this filing requirement means and the exact time limit every company must follow.
🧾 Meaning of Change in Share Capital
A change in share capital refers to any alteration made to the company’s authorized, issued, subscribed, or paid-up capital.
This may happen when a company:
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Issues new shares,
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Increases authorized share capital,
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Consolidates or subdivides existing shares, or
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Redeems preference shares.
Such changes affect the company’s financial base, and therefore, it becomes essential to inform the ROC by filing the appropriate forms.
🧩 Relevant Legal Provisions
Under the Companies Act, 2013, the following sections deal with the change in share capital:
| ⚖️ Section | 📑 Provision | 🕒 Time Limit |
|---|---|---|
| Section 61 | Alteration of Authorized Share Capital | Within 30 days of passing the ordinary resolution |
| Section 64 | Notice to ROC for alteration in share capital | Within 30 days of any such alteration |
| Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014 | Specifies the procedure for filing Form SH-7 | Within 30 days of alteration |
Thus, every company must file the relevant documents within 30 days from the date the change is approved in the general meeting or board meeting.
🗂️ Forms Required for Filing with ROC
The main form for reporting the change in capital is Form SH-7, which is filed online through the MCA portal.
Here’s what it includes:
| 🧾 Form Name | 📌 Purpose |
|---|---|
| Form SH-7 | To report any alteration in share capital (increase, decrease, or reclassification) |
| Form MGT-14 | To file the resolution passed for the change in capital (if applicable) |
Both forms require digital signatures of directors or authorized professionals and must be accompanied by supporting resolutions and altered documents.
⚙️ Step-by-Step Process for Filing
1️⃣ Hold a Board Meeting:
The directors call a meeting to approve the proposal for capital change.
2️⃣ Conduct General Meeting:
Members pass a resolution to alter the authorized share capital.
3️⃣ File Form MGT-14:
Submit the resolution to ROC within 30 days (if required).
4️⃣ Prepare Form SH-7:
Attach altered memorandum, resolution copy, and board approval.
5️⃣ File with ROC:
Upload Form SH-7 within 30 days of approval.
6️⃣ ROC Verification:
The Registrar checks the documents and updates the company’s master data.
⏳ Time Limit Summary:
All related filings must be completed within 30 days of the change.
⚠️ Consequences of Late Filing
If a company fails to file within 30 days:
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Additional fees will apply for every day of delay.
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The ROC may treat the alteration as invalid until compliance is complete.
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Persistent non-filing can lead to penalties under Section 64(2), imposed on both the company and its officers.
Therefore, timely submission of forms ensures smooth compliance and avoids unnecessary legal risks.
💡 Conclusion
In short, every company must file Form SH-7 (and Form MGT-14, if applicable) within 30 days of changing its share capital.
This legal requirement ensures that the ROC always holds accurate information about the company’s capital structure.
Maintaining compliance not only prevents penalties but also strengthens the company’s credibility and transparency before investors, lenders, and regulators.
Hope you ge the clarity about What is time limit to file Change of Capital Documents with ROC.