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Change in Authorised Capital in Delhi: Section 61, SH-7, and MOA Alteration

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: 06 April 2026 Verify Credentials →

Section 61: Ordinary Resolution at EGM to increase, consolidate, sub-divide, or cancel shares

Form SH-7: Filed with ROC NCT Delhi & Haryana within 30 days on MCA V3 portal

Stamp Duty: Delhi: typically 0.15% of increased capital paid via MCA portal

Timeline: 7-15 working days from board meeting to MCA Master Data update

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“
Series A in 12 days. Rs 10L to Rs 1 Cr. SH-7 with stamp duty, MCA approval in 8 days. PAS-3 same week. Investors impressed.
VM
Vikram Mehta
Startup Founder
★★★★★
2 months ago
“
ESOP pool needed. Capital increase from Rs 25L to Rs 50L. Patron handled Board, EGM, SH-7 in 10 days. Options granted on schedule.
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Anita Kumar
Tech Company
★★★★★
3 months ago
“
AOA was missing alteration clause. Patron handled AOA amendment + capital increase as one package. 18 days total.
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Deepak Sharma
Business Owner
★★★★★
1 month ago
“
Consolidation from Rs 1 shares to Rs 10. Clean restructure. SH-7 filed correctly. MCA updated in 12 days.
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4 months ago

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Change in Authorised Capital for Delhi Companies

📌 TL;DR - Change in Authorised Capital in Delhi Services at a Glance

Changing authorised capital (increase, consolidation, sub-division, cancellation) under Section 61 requires: AOA verification, Board Meeting, EGM with Ordinary Resolution to alter Clause V of MOA, SH-7 filing with ROC NCT Delhi & Haryana on MCA V3 within 30 days, stamp duty (Delhi ~0.15%), and MCA Master Data update. MGT-14 only if AOA needs amendment. Company must be ACTIVE COMPLIANT. 7-15 working days. Patron manages from Delhi.

Delhi NCR is home to thousands of private limited companies and startups needing capital changes - pre-fundraising (VC/PE/Angel), ESOP, rights issue, bonus issue, debt conversion, restructuring. ROC NCT Delhi & Haryana processes SH-7 filings. Learn more about Authorised Capital Change across India.

Patron Accounting's Delhi office handles end-to-end capital changes: AOA verification, resolution drafting, SH-7 with e-MOA on MCA V3, stamp duty, MCA confirmation. Integrated with company registration and ROC compliance for complete company management.

Content is reviewed quarterly for accuracy.

Authorised Capital: Definition and Significance

Authorised capital (S.2(8)) is the maximum share capital a company can issue per its MOA Clause V. A company cannot issue shares beyond this ceiling. When paid-up approaches the limit and more shares are needed (fundraising, ESOP, bonus, conversion), authorised capital must be increased first.

Distinct from paid-up capital: authorised is the ceiling (maximum CAN issue), paid-up is actual shares issued and paid for. Increasing authorised does NOT impact balance sheet, net worth, or financials - only changes MOA and creates headroom for future issuance.

Takes legal effect when ROC approves SH-7 and MCA Master Data is updated. Patron handles the complete process for Delhi companies.

Key Terms for Change in Authorised Capital in Delhi:

S.61: Alteration of share capital: increase, consolidation, sub-division, conversion, cancellation. Ordinary Resolution.

SH-7: Notice to ROC within 30 days. e-MOA module on MCA V3. Stamp duty paid electronically.

Clause V (MOA): Capital Clause specifying authorised amount and share structure. Altered by resolution.

Stamp Duty (Delhi): ~0.15% of increased capital. State-specific. Paid via MCA portal.

APL-05 Change in Authorised Capital in Delhi
Section 61 Capital Change

When Delhi Companies Need Capital Change

  • Pre-fundraising (VC/PE/Angel) - Sufficient authorised capital for new equity shares before share subscription agreements.
  • ESOP Implementation - Pool of shares for employee options requires authorised headroom.
  • Rights Issue / Bonus Issue - Additional shares to existing shareholders require capital headroom.
  • Debt-to-Equity Conversion - Converting loans to equity (S.62(3)) needs authorised capital for new shares.
  • Restructuring - Consolidation (combine smaller shares), sub-division (split larger), cancellation of unissued shares.

Authorised Capital Change Services: What Patron Handles

ServiceWhat We Do
AOA VerificationCheck for capital alteration clause. If absent: amend AOA via Special Resolution + MGT-14 before proceeding.
Board Resolution DraftingApprove capital change, fix EGM date/time/venue, authorise EGM notice. 7-day director notice.
EGM Notice and Resolution21-day clear notice (or shorter with 95% consent). Ordinary Resolution to alter Clause V with new capital amount.
Form SH-7 Filing (MCA V3)Within 30 days: e-MOA module, company details, resolution, capital breakup, stamp duty payment, director DSC.
Stamp Duty (Delhi)~0.15% of increased capital computed and paid electronically via MCA portal. Correct Delhi rate applied.
MGT-14 (If AOA Amended)Special Resolution filed within 30 days. Separate from SH-7. Only if AOA clause was missing.
MCA Master Data ConfirmationAfter ROC approval (STP 1-3 days): verify MCA reflects new capital. Download updated MOA.
Our Process

Step-by-Step Process for Delhi Companies

7-15 working days from Board Meeting to MCA Master Data update. Express 7 days for investor deadlines. Company must be ACTIVE COMPLIANT.

Step 1

Verify AOA and Company Status

Check AOA for capital alteration clause. Check MCA for ACTIVE COMPLIANT (NON-COMPLIANT = rejection; file INC-22A first). Check current authorised vs paid-up. Determine increase needed.

AOA verifiedStatus checked
Verified01
Step 2

Board Meeting

7-day notice to directors. Pass Board Resolution: approve increase, alter Clause V, call EGM. Fix EGM date, time, venue. Patron drafts all resolutions.

BR passedEGM called
BoardResolved
Approved02
Step 3

EGM and Ordinary Resolution

21-day clear notice to shareholders (shorter with 95% consent). Hold EGM. Pass Ordinary Resolution under S.61(1)(a) to increase from Rs [old] to Rs [new]. Alter Clause V.

OR passedMOA altered
EGMResolved
Passed03
Step 4

File Form SH-7 on MCA V3

Within 30 days of EGM: SH-7 with e-MOA module (updated Clause V), resolution copy, altered MOA, EGM notice. Pay ROC fees + stamp duty electronically. Director DSC. Patron files accurately.

Within 30 daysStamp duty paid
Filed04
Step 5

ROC Processing and Approval

ROC NCT Delhi & Haryana processes SH-7. STP (Straight Through Processing): approval 1-3 working days. If queries: respond via MCA portal. Patron monitors and responds.

STP 1-3 daysQueries handled
ROCApproved
Approved05
Step 6

MCA Master Data Confirmation

Verify MCA Master Data reflects new authorised capital (2-3 working days after approval). Download updated MOA. Update internal records. Inform investors, banks. Patron confirms completion.

Master Data updatedMOA downloaded
Complete06

ROC Fees and Delhi Stamp Duty

  • ROC Filing Fee (SH-7): Rs 200-600 based on existing authorised capital.
  • Additional Fee (New Capital): Rs 2,000 (up to Rs 1L) to Rs 1,64,000 (above Rs 10 Cr) based on new authorised capital.
  • Delhi Stamp Duty: Typically 0.15% of the increased capital (difference between new and old). Paid electronically via MCA portal.
  • Example: Rs 10 lakh to Rs 1 crore increase = ~Rs 13,500 stamp duty + ROC fees.
  • MGT-14 Fee: Rs 200-600 (if AOA amendment needed) - additional filing.

Common Challenges for Delhi Companies

ChallengeImpactHow Patron Accounting Solves It
AOA Missing ClauseSome older/customised AOAs lack capital alteration clause. Discovered mid-process adds 15-20 days.Patron checks AOA before starting. AOA amendment handled as package if needed.
ACTIVE NON-COMPLIANTMCA status flagged. SH-7 rejected. Must file INC-22A and clear pending compliances first.Patron checks MCA status and resolves non-compliance before proceeding
Stamp Duty ErrorsIncorrect computation = SH-7 rejection or processing delays. Delhi rate is state-specific.Patron ensures exact computation and electronic payment first time
30-Day DeadlineLate SH-7 = Rs 1,000/day penalty per officer (capped Rs 5 lakh)Patron files within 7-10 days of resolution. Well before deadline.
Investor Timeline PressureTerm sheets with tight deadlines. Capital must be increased before allotment.Express 7-day processing available. Board to MCA in 7 working days.

Authorised Capital Change Fees in Delhi

Fee ComponentAmount
Standard Capital IncreaseFrom INR 3,999 + Govt Fees
AOA Amendment + Capital IncreaseFrom INR 6,999 + Govt Fees
Express Processing (7 Days)From INR 5,999 + Govt Fees
Consolidation / Sub-Division / CancellationFrom INR 3,999 + Govt Fees
ROC Filing FeeAs per fee table (actual)
Stamp Duty (Delhi)~0.15% of increase (actual)
Patron Accounting Professional FeesStarting from INR 3,499 (Exl GST and Govt. Charges)

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Change in Authorised Capital in Delhi consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Documents Required for Capital Change

StageEstimated Timeline
AOA (Articles of Association)Verify capital alteration clause. MCA Portal / company records.
MOA (Memorandum of Association)Current Clause V details for alteration.
Board Resolution (Certified)Approval for capital change and EGM.
EGM Notice + Explanatory Statement21-day notice to shareholders.
Ordinary Resolution (Certified)Approval for capital increase at EGM.
Altered MOA (New Clause V)Updated capital clause drafted by Patron.
Director DSCDigital Signature Certificate for SH-7 signing.

Critical: SH-7 must be filed within 30 days of the Ordinary Resolution. Late filing = Rs 1,000/day per officer (S.64(2)). Company must be ACTIVE COMPLIANT on MCA. Patron files within 7-10 days of resolution.

Key Benefits

Why Choose Patron for Capital Change in Delhi

AOA Pre-Check

AOA clause, MCA status, current capital verified before starting. No surprises mid-process. Amendment handled if needed.

7-15 Day Completion

Board meeting to MCA Master Data in 7-15 days. Express 7-day for investor deadlines. Delhi companies meet term sheet timelines.

Accurate Stamp Duty

Delhi stamp duty computed correctly first time. No rejections. Electronic payment via MCA confirmed.

Integrated Post-Filing

Share allotment (PAS-3), ROC annual returns, investor documentation handled after capital increase.

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"Series A deadline in 12 days. Authorised capital Rs 10 lakh to Rs 1 crore. Patron filed SH-7 with stamp duty, MCA approval in 8 days, shares allotted via PAS-3 same week. Investors impressed." - Startup Founder, Delhi

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Patron vs Self-Filing: Capital Change Comparison

FactorPatron AccountingSelf-Filing
AOA CheckPre-verified before startingOften discovered missing mid-process
ResolutionsLegally compliant, Section-citedGeneric templates with errors
SH-7 + e-MOAFiled correctly on V3 first timee-MOA errors cause rejection
Stamp DutyCorrectly computed for DelhiMiscalculation = rejection
Timeline7-15 working days30+ days with errors
PricingFrom INR 3,499 + Govt feesRs 0 professional + error risk

Related Corporate Services

Legal Framework: Authorised Capital Alteration

S.2(8): Authorised capital = maximum per MOA.

S.61: Alteration: increase, consolidation, sub-division, conversion, cancellation. Ordinary Resolution.

S.64: Notice to ROC within 30 days via SH-7. Penalty Rs 1,000/day per officer (capped Rs 5L).

S.14: AOA amendment via Special Resolution (if clause missing).

Stamp Duty: Delhi ~0.15% of increase. State-specific. Via MCA portal.

ROC: NCT Delhi & Haryana, IIPA Campus, New Delhi 110002.

Source: mca.gov.in, Companies Act 2013

FAQs: Change in Authorised Capital in Delhi

Common questions about capital increase, SH-7, stamp duty, and process for Delhi companies.

Quick Answers

Authorised capital kaise badhayein? AOA check → Board Meeting → EGM mein Ordinary Resolution → SH-7 file karo MCA par 30 din mein → Stamp duty pay karo → MCA Master Data update hoga 7-15 din mein.

Delhi mein stamp duty kitna? ~0.15% of increase. Rs 10L se Rs 1 Cr = ~Rs 13,500 stamp duty + ROC fees.

MGT-14 zaruri hai? Sirf jab AOA mein amendment karna ho. Normal OR capital increase mein sirf SH-7.

30-Day Filing Deadline - Late = Rs 1,000/Day Penalty

SH-7 must be filed within 30 days of EGM resolution. Late filing = Rs 1,000/day per officer. Delhi startups with pending fundraising, ESOP, or share allotment cannot proceed until capital is increased and MCA updated. Begin now for 7-15 day completion.

Contact Patron - Call +91 945 945 6700 or WhatsApp us.

Change Your Authorised Capital in Delhi Today

Changing authorised capital for Delhi companies requires Section 61 compliance, EGM resolution, SH-7 filing with ROC NCT Delhi & Haryana, stamp duty payment, and MCA confirmation. Delhi's active startup ecosystem makes this a frequent corporate action.

Patron Accounting manages the complete process from our Rohini office - AOA verification, resolution drafting, SH-7 with e-MOA, Delhi stamp duty, ROC processing, and MCA confirmation in 7-15 days. 15+ years, 10,000+ businesses, Pune, Mumbai, Delhi, Gurugram.

Reviewed by CA & CS Team - Patron Accounting LLP

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Authorised Capital Change: Available Across 4 Cities

Professional authorised capital change services in Pune, Mumbai, Delhi, and Gurugram.

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Content Created: 06 April 2026  |  Last Updated: 06 April 2026  |  Next Review: 06 October 2026  |  Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed every 6 months to ensure Companies Act provisions, SH-7 procedures, MCA V3 portal processes, ROC fee tables, and Delhi stamp duty rates are current. Verified against mca.gov.in.

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