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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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Overview Authorised Capital When Needed Services Process ROC Fees Challenges Fees Documents Why Patron Comparison FAQs

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.

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

Service	What We Do
AOA Verification	Check for capital alteration clause. If absent: amend AOA via Special Resolution + MGT-14 before proceeding.
Board Resolution Drafting	Approve capital change, fix EGM date/time/venue, authorise EGM notice. 7-day director notice.
EGM Notice and Resolution	21-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 Confirmation	After 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

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

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

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

Challenge	Impact	How Patron Accounting Solves It
AOA Missing Clause	Some 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-COMPLIANT	MCA 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 Errors	Incorrect computation = SH-7 rejection or processing delays. Delhi rate is state-specific.	Patron ensures exact computation and electronic payment first time
30-Day Deadline	Late 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 Pressure	Term 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 Component	Amount
Standard Capital Increase	From INR 3,999 + Govt Fees
AOA Amendment + Capital Increase	From INR 6,999 + Govt Fees
Express Processing (7 Days)	From INR 5,999 + Govt Fees
Consolidation / Sub-Division / Cancellation	From INR 3,999 + Govt Fees
ROC Filing Fee	As per fee table (actual)
Stamp Duty (Delhi)	~0.15% of increase (actual)
Patron Accounting Professional Fees	Starting 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

Stage	Estimated 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 Statement	21-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 DSC	Digital 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

Factor	Patron Accounting	Self-Filing
AOA Check	Pre-verified before starting	Often discovered missing mid-process
Resolutions	Legally compliant, Section-cited	Generic templates with errors
SH-7 + e-MOA	Filed correctly on V3 first time	e-MOA errors cause rejection
Stamp Duty	Correctly computed for Delhi	Miscalculation = rejection
Timeline	7-15 working days	30+ days with errors
Pricing	From INR 3,499 + Govt fees	Rs 0 professional + error risk

Related Corporate Services

Authorised Capital Change (India) - National-level service.
Pvt Ltd Registration - New company incorporation.
Startup Registration - DPIIT recognition.

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.

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What resolution is needed?

Ordinary Resolution at EGM (S.61). Special Resolution only if AOA needs amendment first (S.14). Most standard AOAs require only OR. Patron verifies for each Delhi company.

Is MGT-14 required?

Not for straightforward OR capital increase. Only if AOA amended via Special Resolution. Then MGT-14 within 30 days separately from SH-7. Patron determines correct filing.

How much is Delhi stamp duty?

Typically 0.15% of increased capital (new minus old). Paid electronically via MCA portal during SH-7. Plus ROC fees per capital table. Patron computes exact cost.

How long does it take?

7-15 working days (Board to MCA update). Express 7 days available. AOA amendment adds 15-20 days. STP approval 1-3 days.

What if SH-7 is filed late?

Rs 1,000/day per officer (S.64(2)), capped Rs 5 lakh. Plus company penalty. Patron files within 7-10 days of resolution.

Does increase affect balance sheet?

No. Only changes MOA Clause V. No impact on balance sheet, net worth, or financials until shares actually issued and paid for.

Can authorised capital be decreased?

Cancellation of unissued shares (S.61(1)(e)): OR + SH-7. Reduction below paid-up = S.66 NCLT approval (complex). Patron advises appropriate path.

How much does it cost?

Patron: standard from Rs 3,999 + govt fees. AOA amendment + increase from Rs 6,999. Express from Rs 5,999. Plus ROC fees + stamp duty. Call +91 945 945 6700.

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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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.