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Chapter IV - Share Capital and Debentures

Section 60

Section 60: showing subscribed and paid-up capital with authorised capital

If a company’s notice, advertisement, official publication, business letter, billhead or letter paper states its authorised capital, it must also state, just as prominently, the subscribed and paid-up capital.

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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.

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Statutory text

Bare law

(1) Where any notice, advertisement or other official publication, or any business letter, billhead or letter paper of a company contains a statement of the amount of the authorised capital of the company, such notice, advertisement or other official publication, or such letter, billhead or letter paper shall also contain a statement, in an equally prominent position and in equally conspicuous characters, of the amount of the capital which has been subscribed and the amount paid-up.

(2) If any default is made in complying with the requirements of sub-section (1), the company shall be liable to pay a penalty of ten thousand rupees and every officer of the company who is in default shall be liable to pay a penalty of five thousand rupees, for each default.

Introduction

Section 60 prevents a misleading picture of a company’s size based on authorised capital alone. The duty arises only where authorised capital is mentioned.

Default attracts a penalty of ten thousand rupees for the company and five thousand rupees for each officer in default, for each default. The section came into force on 12 September 2013 under S.O. 2754(E).

Key takeaways

1

Trigger

Mention of authorised capital in a notice, advertisement, official publication, business letter, billhead or letter paper.

2

Equal prominence

Subscribed and paid-up capital must appear in an equally prominent position and equally conspicuous characters.

3

Penalty

Company ₹10,000 and officer in default ₹5,000, for each default.

Check where authorised capital appears

Review letterheads, invoices, billheads, advertisements, notices and official publications. If any of them states the authorised capital, sub-section (1) applies to it.

Display subscribed and paid-up capital equally

Show the subscribed capital and the paid-up amount in an equally prominent position and in equally conspicuous characters. Smaller fonts or footnote placement would not meet the equal-prominence test.

Penalty

On default, the company is liable to a penalty of ten thousand rupees and every officer in default to five thousand rupees, for each default. Section 446B, as substituted by the 2020 Amendment Act with effect from 22 January 2021, limits penalties for a One Person Company, small company, start-up company or Producer Company and its officers. The penalty is capped at one-half of the specified penalty, subject to a maximum of two lakh rupees for the company and one lakh rupees for an officer.

Practical preparation

List all stationery and publication templates. Remove authorised capital, or add subscribed and paid-up capital with equal prominence. Update the templates after every change in capital.

Practical checklist

Do

  • Update letterhead and invoice templates after each allotment or change in capital.

Avoid

  • Do not state authorised capital alone on business stationery.

Illustrative example

Hypothetical: letterhead redesign

A company’s new letterhead prints "Authorised Capital ₹5 crore" prominently.

  1. Trigger

    Authorised capital is stated.

  2. Fix

    Add subscribed and paid-up capital in the same position and size, or remove the authorised capital.

  3. Roll out

    Replace the old stationery.

Outcome

  • The letterhead complies with section 60.

Glossary

Authorised capital
The maximum share capital the memorandum allows the company to issue.
Paid-up capital
The amount actually paid on the shares issued.

Frequently asked questions

Must every letterhead show capital?

No. Section 60 applies only where authorised capital is stated; then subscribed and paid-up capital must also be stated.

What is the penalty?

Ten thousand rupees for the company and five thousand rupees for each officer in default, for each default, subject to section 446B for eligible companies.

Need help applying this provision to your situation?

Contact Bizeneed

Last updated 11 October 2026