What is authorised capital
Authorised capital is the maximum amount of share capital a company is permitted to issue, as stated in its Memorandum of Association. If you want to issue shares beyond this limit — for example, to bring in investment or new shareholders — you must first increase the authorised capital.
Why you might need to increase it
Common reasons include raising fresh funding, admitting new investors, converting loans to equity, or simply giving the company room to grow. If a funding round would push your issued capital above the authorised limit, increasing it is a prerequisite.
The broad process
Increasing authorised capital generally involves:
- Checking that the Articles permit the increase
- Passing the necessary board and shareholder resolutions
- Altering the capital clause of the Memorandum
- Paying the applicable fees and stamp duty
- Filing the change with the Registrar of Companies
Plan for the costs
Increasing authorised capital involves government fees and stamp duty that depend on the amount of the increase and your state. Planning for these costs as part of your fundraising or expansion avoids surprises.
Get the sequence right
Because this step is often tied to a funding round or new share issue, the sequencing matters — the authorised capital must be increased before the additional shares are issued. Doing it in the right order keeps the transaction clean and compliant.
How Aidwish helps
Aidwish handles the resolutions, Memorandum alteration, fees and ROC filing to increase your authorised capital — coordinated with your funding or share issue so everything happens in the right order.
Note: Tax and compliance rules change through government notifications. Verify the current rules or consult a professional before acting. Aidwish can help you stay updated and compliant.