Companies Act · Share Capital

Rights Issue and Further Issue of Shares Under Section 62

Finin2min Compliance Desk·June 2026·7 min readSECTION 62

When a company proposes to increase subscribed capital, Section 62 is the starting point. The route may be rights issue to existing shareholders, ESOP, or issue to other persons subject to approvals and rules.

Section 62 base

Section 62 applies where a company having share capital proposes to increase its subscribed capital by issue of further shares. The section sets routes such as offer to existing equity shareholders, employees under a scheme, or other persons subject to conditions.

Route comparison

RouteControl
Rights issueOffer existing equity shareholders in proportion as nearly as circumstances admit.
ESOPShareholder approval and scheme conditions need review.
Preferential/private issueApproval, valuation, offer and PAS-3 controls matter.
Renunciation/declineTrack shareholder response and timelines.
Allotment closurePAS-3, register and share certificate update.

Pre-issue checklist

Finin2min warning

Raising capital is not just money received. Section 62, Section 42/private placement, PAS-3 and registers must align.
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Official sources used

This article is intentionally source-limited to official India Code / MCA material. Verify final filing positions with the latest Act, Rules, MCA forms and portal advisories before publishing.

FAQs

Which section governs further issue of shares? â–¾

Section 62 governs further issue of share capital.

Is a rights issue the only route? â–¾

No. Section 62 contains different routes including existing shareholders, employees under scheme and other persons subject to conditions.

What filings follow allotment? â–¾

Return of allotment and statutory register updates should be completed where applicable.