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Change in Authorised Capital in Gurugram: Section 61 Filing by CA and CS

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Legal Basis: Section 61, Companies Act 2013 - Ordinary Resolution at EGM

Filing: Form SH-7 with ROC Haryana (Chandigarh) within 30 days of resolution

Stamp Duty: Haryana: 0.15% of increase in authorised capital (max Rs 25 lakh)

Timeline: 7-15 working days from Board Meeting to MCA Master Data update

300+ capital changes filed. Serving startups, MNC subsidiaries, and growing businesses across Gurugram.

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Authorised Capital Change in Gurugram: Process, Cost, and ROC Filing

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

Authorised capital (the maximum share capital a company can issue, as specified in MOA Clause V) can be increased by passing an Ordinary Resolution at an EGM under Section 61 of the Companies Act 2013 and filing Form SH-7 with the ROC within 30 days. For Gurugram companies, the ROC is now ROC Haryana at Chandigarh (effective 16 February 2026). Haryana stamp duty on the increased capital is 0.15% of the increase amount, subject to a maximum of Rs 25 lakh. The e-MOA must be filed along with SH-7 on the MCA V3 portal. The entire process takes 7-15 working days.

Gurugram is home to thousands of private limited companies ranging from DLF Cyber City tech startups raising Series A/B funding to Golf Course Road MNC subsidiaries restructuring Indian operations, Udyog Vihar manufacturing units expanding capacity, and Sohna Road funded companies implementing ESOP pools. For a comprehensive overview, refer to our Change in Authorised Capital national guide.

Parameter	Detail
Legal Section	Section 61, Companies Act 2013
Resolution	Ordinary Resolution at EGM (simple majority)
ROC Form	SH-7 (Notice of Alteration of Share Capital)
ROC Jurisdiction	ROC Haryana at Chandigarh (from 16 Feb 2026)
Filing Deadline	Within 30 days of passing resolution
Stamp Duty (Haryana)	0.15% of increase in authorised capital (max Rs 25 lakh)
Timeline	7-15 working days end-to-end
Penalty (late filing)	Rs 10,000 + Rs 1,000/day continuing default

Haryana's stamp duty on MOA alteration (0.15% of increase, max Rs 25 lakh) is competitive compared to Maharashtra, Karnataka, or Tamil Nadu, making Gurugram a cost-effective jurisdiction for capital restructuring. With the ROC jurisdiction recently shifting from ROC Delhi to ROC Haryana at Chandigarh (effective 16 February 2026), all filings must be directed to the new ROC office.

Content is reviewed quarterly for accuracy.

Step-by-Step Process to Change Authorised Capital

Step 1: Verify AOA - Check whether the Articles of Association authorises capital increase. Most standard AOA templates (Table F) include this. If not, AOA must first be amended by Special Resolution. Learn more about Private Limited Company Registration.

Step 2: Board Meeting - Pass resolution to convene EGM for increasing authorised capital. Authorise the specific increase amount and MOA Clause V amendment.

Step 3: EGM Notice + Ordinary Resolution - 21 clear days' notice to shareholders (shorter with consent). Pass Ordinary Resolution (simple majority) to increase capital and amend Clause V.

Step 4: File Form SH-7 - Within 30 days, file SH-7 with ROC Haryana at Chandigarh on MCA V3 portal. Includes e-MOA with updated Clause V, stamp duty payment, and CS/CA certification.

Step 5: Pay ROC Fee + Stamp Duty - ROC fee based on new capital slab. Haryana stamp duty: 0.15% of increase (max Rs 25 lakh), paid electronically. You may also need Issue of Shares (Form PAS-3) after the capital increase.

Step 6: MCA Master Data Update - ROC processes SH-7 (5-7 days). Updated Master Data confirms the new authorised capital for investors and banks.

Key Terms for Change in Authorised Capital in Gurugram:

Section 61: Companies Act provision empowering companies to alter share capital by Ordinary Resolution at general meeting.

Form SH-7: Statutory form filed with ROC to notify alteration in share capital, including e-MOA module for Clause V update.

ROC Haryana: Registrar of Companies for Haryana at Chandigarh - new jurisdiction for Gurugram companies from 16 February 2026.

MOA Clause V: Capital Clause of Memorandum of Association specifying the authorised share capital amount and share breakup.

e-MOA: Electronic Memorandum of Association updated through the MCA V3 portal during SH-7 filing.

Capital Change Gurugram Filing

When Do Gurugram Companies Need to Increase Authorised Capital?

Scenario	Gurugram Context	Typical Increase	Urgency
Fundraising (Series A/B/C)	DLF Cyber City startups, Sohna Road funded companies	Rs 10L to Rs 1-10 Cr	High - investor timeline
ESOP Pool Creation	IT companies issuing employee stock options	Rs 1L to Rs 5-25L	Medium - before ESOP scheme
Angel Investment	Early-stage Gurugram startups	Rs 1L to Rs 10-50L	High - before share allotment
MNC Subsidiary Capital Injection	Golf Course Road / NH-48 MNC subsidiaries	Rs 10L to Rs 1-50 Cr	Medium - parent schedule
Business Expansion	Udyog Vihar / Manesar manufacturing growth	Variable	Medium
Convertible Instruments	Companies with CCDs/preference shares	To accommodate conversion	Before conversion date

Critical for Gurugram startups: Authorised capital must be increased BEFORE new shares can be issued. A startup with Rs 1 lakh authorised capital cannot issue shares worth Rs 50 lakh without first increasing capital. This must be completed before the share allotment date.

Authorised Capital Change Services in Gurugram

Service	What We Do
End-to-End Capital Change	AOA verification, Board Meeting resolution, EGM notice and resolution, SH-7 filing with e-MOA, stamp duty computation, MCA Master Data confirmation
ROC Haryana Filing	All filings directed to new ROC Haryana at Chandigarh (effective 16 Feb 2026). Jurisdiction transition management
Stamp Duty Computation	Haryana-specific 0.15% calculation with electronic payment via MCA portal
Startup Fundraise Fast-Track	7-10 day turnaround for startups with investor deadlines. Capital increase + share allotment bundled
ESOP Pool Expansion	Capital increase specifically for creating or expanding employee stock option pools
Post-Change Compliances	Updating MOA/AOA copies, statutory registers, bank communication, and annual return preparation
Capital Change + Share Allotment (SH-7 + PAS-3)	Bundled service for complete fundraise execution - capital increase followed by share allotment
Complex Restructuring	Consolidation, sub-division, or multiple alterations in a single filing under Section 61

Our Process

Detailed Filing Process on MCA V3 Portal

Our CS team handles the complete SH-7 filing including e-MOA update, stamp duty payment, and digital signature certification on MCA V3.

Step 1

AOA Verification + Board Meeting

Verify AOA permits capital increase. Pass Board Resolution to convene EGM. Draft the specific increase amount and Clause V amendment text.

AOA verifiedBoard Resolution passed

AOA Checked01

Step 2

EGM Notice and Ordinary Resolution

Issue 21 days' notice (shorter with consent). Pass Ordinary Resolution at EGM to increase authorised capital and amend MOA Clause V. Record and sign minutes.

EGM conductedResolution passed

Resolution Passed02

Step 3

Prepare SH-7 with e-MOA

Enter company CIN, alteration type, resolution date, current and proposed capital breakup on MCA V3. Update Clause V in e-MOA module with exact amended wording.

SH-7 preparede-MOA updated

Form Ready03

Step 4

Pay ROC Fee and Haryana Stamp Duty

ROC fee based on new capital slab. Haryana stamp duty: 0.15% of increase (max Rs 25 lakh), paid electronically via MCA portal. Auto-calculated based on state.

ROC fee paidStamp duty paid

Payments Done04

Step 5

File SH-7 with Digital Signature

Upload attachments (resolution, amended MOA/AOA). Digitally sign by Director (DSC) and certify by practising CS/CA. Submit on MCA V3 portal within 30 days of resolution.

DSC signedCS certified

SH-7 Filed05

Step 6

ROC Processing + MCA Master Data Update

ROC Haryana reviews and approves SH-7 (5-7 working days). MCA Master Data updated to reflect new authorised capital. Updated Master Data serves as confirmation for investors and banks.

ROC approvedMaster Data updated

Complete06

Documents Required for Authorised Capital Change

Current MOA and AOA - To verify Clause V and AOA authorisation provision.
Board Meeting Minutes - Resolution to convene EGM for capital increase.
EGM Notice - Issued to all shareholders with proposed resolution.
EGM Minutes with Ordinary Resolution - Signed by Chairman.
Amended MOA (Clause V) - New Capital Clause reflecting increased authorised capital.
Digital Signature Certificate (DSC) - Of the Director signing Form SH-7.
CS/CA Certificate - Professional certification for SH-7 filing.

Gurugram-specific note: ROC Haryana at Chandigarh is the filing authority from 16 February 2026. All Gurugram companies previously filing with ROC Delhi must now direct SH-7 and all other MCA forms to ROC Haryana. Patron manages this jurisdiction transition for all Gurugram clients.

Common Challenges for Gurugram Companies

Challenge	Impact	How Patron Accounting Solves It
ROC Jurisdiction Shift (Delhi to Haryana)	Companies still directing filings to ROC Delhi	All filings redirected to ROC Haryana at Chandigarh. CIN and jurisdiction verified in MCA Master Data
Stamp Duty Calculation Errors	Applying rate to total capital instead of increase amount	Independent verification against MCA auto-calculation. 0.15% applied to increase only, max Rs 25 lakh
30-Day Filing Deadline	Rs 10,000 + Rs 1,000/day penalty for late SH-7	Timeline management from Board Meeting to filing. Fast-track 7-10 days for startups
AOA Not Authorising Increase	Non-standard AOA requires amendment first (adds 7-10 days)	AOA verification as first step. Special Resolution for AOA amendment if needed before capital change
Investor Deadline Pressure	Startup capital increase must complete before share allotment	Priority processing with 7-10 day turnaround. Bundled SH-7 + PAS-3 for seamless fundraise

Cost of Authorised Capital Change in Gurugram

Fee Component	Amount
Standard Capital Change (SH-7 + e-MOA)	Starting from INR 3,999 (Exl GST and Govt. Charges)
Fast-Track (Startup Fundraise)	Starting from INR 5,999-7,999 (Exl GST and Govt. Charges)
Capital Change + Share Allotment (SH-7 + PAS-3)	Starting from INR 6,999-9,999 (Exl GST and Govt. Charges)
Complex Restructuring	Starting from INR 7,999-14,999 (Exl GST and Govt. Charges)
Patron Accounting Professional Fees	Starting from INR 5,999 (Exl GST and Govt. Charges)
ROC Filing Fee	Rs 5,000-75,000+ (based on new capital slab)
Haryana Stamp Duty	0.15% of increase amount (max Rs 25 lakh)

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 Gurugram consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Authorised Capital Change Timeline

Stage	Estimated Timeline
AOA Verification + Board Meeting	Day 1-2 - check AOA, pass Board Resolution
EGM Notice Issued	Day 3 - 21 clear days notice (shorter with consent)
EGM + Ordinary Resolution	Day 3-5 - if shorter notice agreed by all shareholders
SH-7 Preparation + Stamp Duty	Day 6-8 - e-MOA, stamp duty computation, attachments
SH-7 Filing on MCA V3	Day 8-10 - digital signature + CS/CA certification
ROC Processing	Day 10-15 - ROC Haryana reviews and approves
MCA Master Data Update	Day 12-15 - confirmation of new authorised capital

Critical: Authorised capital must be increased BEFORE new shares can be issued. Start the process at least 15 days before the share allotment target date. Form SH-7 must be filed within 30 days of the EGM resolution - late filing attracts Rs 10,000 + Rs 1,000/day penalty.

Key Benefits

Why Choose Patron Accounting for Capital Change in Gurugram?

Gurugram Office

Golf Course Extension Road - serving companies across Cyber City, Golf Course Road, Sohna Road, Udyog Vihar, and Manesar.

300+ Capital Changes

Extensive experience with startups, MNC subsidiaries, manufacturing companies, and trading businesses across all capital ranges.

ROC Haryana Expertise

Established filing relationship with new ROC Haryana at Chandigarh. Smooth transition management from ROC Delhi for all Gurugram companies.

7-10 Day Fast-Track

Priority processing for funded startups with investor deadlines. Capital increase + share allotment bundled for seamless fundraise completion.

In-House CS Team

Every SH-7 filing certified by in-house Company Secretary team, ensuring professional sign-off and compliance quality.

Transparent Pricing

Complete cost estimate upfront: ROC fee + Haryana stamp duty + professional fee. No hidden charges.

Trusted by 10,000+ Businesses Across India

Trust Banner: 10,000+ Businesses Served | 4.9 Google Rating | 50,000+ Documents Filed | 300+ Capital Changes | 15+ Years of Practice

"Needed to increase authorised capital from Rs 1 lakh to Rs 1 crore before Series A close. Patron filed SH-7 in 8 days, MCA Master Data updated before investor deadline. Stamp duty and ROC fees transparent from day one."
- Startup Founder, DLF Cyber City

"Our MNC parent needed to inject Rs 50 crore into the Indian subsidiary. Patron handled capital increase, e-MOA, Haryana stamp duty of Rs 7.5 lakh, and post-allotment PAS-3 in a single engagement."
- Finance Director, Golf Course Road

Patron vs Other CS Firms for Capital Change in Gurugram

Factor	Patron Accounting	Typical CS Firm
Capital Changes Filed	300+	50-100
ROC Haryana	Established filing relationship	Transitioning from ROC Delhi
Startup Fast-Track	7-10 day turnaround guaranteed	15-20 days
Bundled Services	SH-7 + PAS-3 + compliance in one engagement	SH-7 only
Pricing	From Rs 3,999 (transparent, fixed)	Variable, hidden extras
CS Certification	In-house CS team	May outsource

Related Services

Change in Authorised Capital (National) - Broader overview
Private Limited Company Registration - New incorporation
Issue of Shares - Form PAS-3 after capital increase
Annual Compliance - ROC annual returns
ESOP Scheme - Employee stock options

Legal and Compliance Framework

Governing Law: Companies Act, 2013 | Companies (Share Capital and Debentures) Rules, 2014

Key Sections: Section 2(8) (authorised capital definition) | Section 61 (power to alter share capital) | Section 64 (notice to ROC) | Section 15 (alteration in MOA copies)

Forms: SH-7 (alteration notice) | MGT-14 (if Special Resolution) | PAS-3 (post-allotment)

ROC: ROC Haryana at Chandigarh (from 16 Feb 2026) | roc.haryana@mca.gov.in

Portal: MCA V3 - mca.gov.in

Penalties:

Late SH-7 (Section 450): Rs 10,000 + Rs 1,000/day (max Rs 2 lakh company, Rs 50,000 officer).

Haryana/Gurugram: Stamp duty 0.15% of increase (max Rs 25 lakh). Competitive vs Maharashtra, Karnataka. ROC Haryana at Chandigarh is the new filing authority replacing ROC Delhi from 16 Feb 2026.

FAQs - Change in Authorised Capital in Gurugram

Common questions about authorised capital changes, Form SH-7, Haryana stamp duty, and ROC filing for Gurugram companies.

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How to increase authorised capital?

Verify AOA permits increase, hold Board Meeting, pass Ordinary Resolution at EGM, file Form SH-7 with ROC Haryana at Chandigarh within 30 days. Pay Haryana stamp duty (0.15% of increase) and ROC filing fee via MCA V3 portal. Patron handles the entire process for Gurugram companies.

What is Form SH-7?

Form SH-7 is the statutory form filed with the ROC to notify alteration in share capital under Section 61. It includes the e-MOA module for updating Clause V (Capital Clause), stamp duty payment, and attachments. Filed on MCA V3 portal with digital signature and CS/CA certification.

What is the stamp duty in Haryana?

Haryana charges 0.15% of the increase in authorised capital, subject to a maximum of Rs 25 lakh. Example: increasing by Rs 1 crore = Rs 15,000 stamp duty. Paid electronically via MCA portal during SH-7 filing. Auto-calculated based on registered office state.

What resolution is needed?

An Ordinary Resolution (simple majority of voting shareholders) at an EGM is sufficient under Section 61(1)(a). Unless the AOA specifically requires a Special Resolution (rare), Ordinary Resolution is the standard requirement.

How long does the process take?

7-15 working days end-to-end from Board Meeting to MCA Master Data update. For closely-held companies with shareholder consent to shorter EGM notice, 7-10 days. ROC processing takes 5-7 working days after SH-7 submission.

What is the penalty for late filing?

Under Section 450: Rs 10,000 initial penalty + Rs 1,000 per day of continuing default. Maximum Rs 2 lakh for the company and Rs 50,000 for the officer in default. Extended non-compliance may affect company ACTIVE status on MCA.

Can authorised capital be decreased?

Cancellation of unissued shares under Section 61(1)(e) reduces authorised capital without court approval. Reduction of paid-up capital requires NCLT approval under Section 66. Cancellation of unissued shares is filed via SH-7.

What is the cost of capital change?

Total cost includes ROC fee (Rs 5,000-75,000+ based on slab), Haryana stamp duty (0.15% of increase, max Rs 25 lakh), and professional fee (from Rs 3,999). Patron provides a transparent estimate before engagement.

Quick Answers

Authorised capital badhane ka process kya hai? Board Meeting -> EGM mein Ordinary Resolution -> 30 din mein Form SH-7 ROC Haryana mein file karo -> Stamp duty pay karo -> MCA Master Data update hota hai.

Haryana mein stamp duty kitni lagti hai? Increase amount ka 0.15%, maximum Rs 25 lakh tak. MCA portal par electronically pay hota hai.

Kitna time lagta hai? 7-15 working days. Startup ke liye fast-track 7-10 din mein ho jata hai.

Increase Authorised Capital Before Share Allotment Deadline

Authorised capital must be increased BEFORE new shares can be issued. Start the process at least 15 days before the share allotment target date. ROC Haryana at Chandigarh is the new filing authority from 16 Feb 2026. Form SH-7 must be filed within 30 days - late filing attracts Rs 10,000 + Rs 1,000/day penalty.

Call +91 945 945 6700 or WhatsApp us to get started.

Get Expert Authorised Capital Change in Gurugram

Changing the authorised capital of a Gurugram company requires Section 61 compliance, Ordinary Resolution at EGM, and Form SH-7 filing with ROC Haryana at Chandigarh. Whether you are a DLF Cyber City startup raising Series A, a Golf Course Road MNC subsidiary injecting capital, or any Gurugram company issuing ESOPs, the process must be completed accurately within the 30-day deadline.

Patron Accounting's Gurugram office on Golf Course Extension Road provides end-to-end authorised capital change services including AOA verification, resolution drafting, SH-7 filing with e-MOA, Haryana stamp duty payment, and MCA Master Data confirmation.

With 10,000+ businesses served, 300+ capital changes filed, a 4.9 Google rating, and 50,000+ documents filed, Patron Accounting LLP is a trusted corporate compliance partner for companies across Gurugram, NCR, and India.

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Content Created: 03 April 2026 | Last Updated: 03 April 2026 | Next Review: 03 July 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed quarterly. Section 61 procedure, ROC Haryana jurisdiction, stamp duty rates, and MCA V3 portal updates are verified against the latest MCA notifications.