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

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: 03 April 2026 Verify Credentials →

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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“
Needed to increase capital from Rs 1L to Rs 1 Cr before Series A close. Patron filed SH-7 in 8 days, MCA Master Data updated before investor deadline. Transparent costs.
AK
Arjun Kapoor
Startup Founder, DLF Cyber City
★★★★★
“
MNC parent needed Rs 50 Cr capital injection. Patron handled capital increase, e-MOA, Haryana stamp duty Rs 7.5L, and PAS-3 in one engagement. Seamless execution.
RM
Rahul Mehta
Finance Director, Golf Course Road
★★★★★
“
ESOP pool expansion needed Rs 25L capital increase. Patron coordinated SH-7 with ESOP scheme filing seamlessly. In-house CS team certified everything. Professional.
PS
Priya Sharma
CTO, Sohna Road Tech Company
★★★★★
“
Patron managed our ROC jurisdiction shift from Delhi to Haryana smoothly. Capital increase filed correctly with new ROC Haryana Chandigarh. No compliance gaps.
VK
Vikram Kumar
Director, Udyog Vihar Manufacturing
★★★★★
“
Angel round required Rs 10L to Rs 50L increase. Patron completed in 9 days, bundled PAS-3 share allotment, total cost was Rs 6,999 + govt fees. Best value in Gurugram.
NS
Neha Singh
Co-founder, Gurugram Startup
★★★★★

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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.

ParameterDetail
Legal SectionSection 61, Companies Act 2013
ResolutionOrdinary Resolution at EGM (simple majority)
ROC FormSH-7 (Notice of Alteration of Share Capital)
ROC JurisdictionROC Haryana at Chandigarh (from 16 Feb 2026)
Filing DeadlineWithin 30 days of passing resolution
Stamp Duty (Haryana)0.15% of increase in authorised capital (max Rs 25 lakh)
Timeline7-15 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.

APL-05 Change in Authorised Capital in Gurugram
Capital Change Gurugram Filing

When Do Gurugram Companies Need to Increase Authorised Capital?

ScenarioGurugram ContextTypical IncreaseUrgency
Fundraising (Series A/B/C)DLF Cyber City startups, Sohna Road funded companiesRs 10L to Rs 1-10 CrHigh - investor timeline
ESOP Pool CreationIT companies issuing employee stock optionsRs 1L to Rs 5-25LMedium - before ESOP scheme
Angel InvestmentEarly-stage Gurugram startupsRs 1L to Rs 10-50LHigh - before share allotment
MNC Subsidiary Capital InjectionGolf Course Road / NH-48 MNC subsidiariesRs 10L to Rs 1-50 CrMedium - parent schedule
Business ExpansionUdyog Vihar / Manesar manufacturing growthVariableMedium
Convertible InstrumentsCompanies with CCDs/preference sharesTo accommodate conversionBefore 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

ServiceWhat We Do
End-to-End Capital ChangeAOA verification, Board Meeting resolution, EGM notice and resolution, SH-7 filing with e-MOA, stamp duty computation, MCA Master Data confirmation
ROC Haryana FilingAll filings directed to new ROC Haryana at Chandigarh (effective 16 Feb 2026). Jurisdiction transition management
Stamp Duty ComputationHaryana-specific 0.15% calculation with electronic payment via MCA portal
Startup Fundraise Fast-Track7-10 day turnaround for startups with investor deadlines. Capital increase + share allotment bundled
ESOP Pool ExpansionCapital increase specifically for creating or expanding employee stock option pools
Post-Change CompliancesUpdating 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 RestructuringConsolidation, 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
EGM
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

ChallengeImpactHow Patron Accounting Solves It
ROC Jurisdiction Shift (Delhi to Haryana)Companies still directing filings to ROC DelhiAll filings redirected to ROC Haryana at Chandigarh. CIN and jurisdiction verified in MCA Master Data
Stamp Duty Calculation ErrorsApplying rate to total capital instead of increase amountIndependent verification against MCA auto-calculation. 0.15% applied to increase only, max Rs 25 lakh
30-Day Filing DeadlineRs 10,000 + Rs 1,000/day penalty for late SH-7Timeline management from Board Meeting to filing. Fast-track 7-10 days for startups
AOA Not Authorising IncreaseNon-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 PressureStartup capital increase must complete before share allotmentPriority processing with 7-10 day turnaround. Bundled SH-7 + PAS-3 for seamless fundraise

Cost of Authorised Capital Change in Gurugram

Fee ComponentAmount
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 RestructuringStarting from INR 7,999-14,999 (Exl GST and Govt. Charges)
Patron Accounting Professional FeesStarting from INR 5,999 (Exl GST and Govt. Charges)
ROC Filing FeeRs 5,000-75,000+ (based on new capital slab)
Haryana Stamp Duty0.15% 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

StageEstimated Timeline
AOA Verification + Board MeetingDay 1-2 - check AOA, pass Board Resolution
EGM Notice IssuedDay 3 - 21 clear days notice (shorter with consent)
EGM + Ordinary ResolutionDay 3-5 - if shorter notice agreed by all shareholders
SH-7 Preparation + Stamp DutyDay 6-8 - e-MOA, stamp duty computation, attachments
SH-7 Filing on MCA V3Day 8-10 - digital signature + CS/CA certification
ROC ProcessingDay 10-15 - ROC Haryana reviews and approves
MCA Master Data UpdateDay 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

FactorPatron AccountingTypical CS Firm
Capital Changes Filed300+50-100
ROC HaryanaEstablished filing relationshipTransitioning from ROC Delhi
Startup Fast-Track7-10 day turnaround guaranteed15-20 days
Bundled ServicesSH-7 + PAS-3 + compliance in one engagementSH-7 only
PricingFrom Rs 3,999 (transparent, fixed)Variable, hidden extras
CS CertificationIn-house CS teamMay outsource

Related Services

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.

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.

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