A Mumbai company signs a term sheet, banks the investor money, and only then opens its MOA to find the authorized capital cannot absorb the new shares. We see that sequence every month, from funded startups in Powai to family firms in Kalbadevi. The allotment stalls, the SH-7 that should have gone first becomes urgent, and a 30 day window starts closing on a form nobody has drafted. The cure is ordering the steps: confirm headroom before money moves, pass the resolution, file SH-7, then allot and file PAS-3. LegalX India runs that order for Mumbai companies at ₹1,999 in professional fees, usually inside 10 to 15 days. The national mechanics live in our complete share capital change guide for India; this page covers what is different when the registrar is Mumbai's.
What is due in a share capital change, and by when?
Every step in a capital change maps to an e-form with a short window, and each clock starts on the day of the corporate action, not the day someone remembers it. These are the windows that govern the common cases.
| Action | Form | Window |
|---|---|---|
| Increase in authorized capital | SH-7 | 30 days from the shareholder resolution |
| Allotment of new shares | PAS-3 | 30 days from the allotment |
| Special resolution, where your articles demand one | MGT-14 | 30 days from passing |
| Reduction of capital | NCLT petition | Tribunal timelines, no fixed window |
Two quieter rules catch companies before any form is filed. A private company that is not a small company must hold its shares in demat and have an ISIN in place before any fresh allotment. And duty on an issue of securities has stood at 0.005 percent since 1 July 2020, collected through the depository, so paper era stamping habits have no place in a 2026 allotment.
Which registrar takes your SH-7, Mumbai-I or Mumbai-II?
Since 16 February 2026, Mumbai company work is split between two registrars, and most guides still online were written for one. The test is short. Greater Mumbai, the BMC area, is exactly the districts of Mumbai City and Mumbai Suburban; a registered office there answers to ROC Mumbai-I at Mumbai. A registered office anywhere else in the region, Navi Mumbai, Thane, Kalyan, Bhiwandi, Vasai Virar, Mira Bhayandar or Panvel, answers to ROC Mumbai-II at Navi Mumbai.
Companies incorporated before the split did not choose; their files moved by district. Nothing needs refiling, but your next form, including this one, follows the district test above. Every filing goes through the MCA V3 portal, no office visit involved, and the portal routes it to whichever registrar holds your file. What the split really changes is who scrutinises your SH-7, and why the registered office in your master data must be accurate before you file.
What does missing a capital deadline actually cost?
The direct cost is the additional fee, which multiplies the normal filing fee and keeps climbing as the delay crosses each slab. The indirect cost is usually bigger. A late PAS-3 sits on the record for every future diligence, and an allotment made beyond the authorized ceiling must be unwound or regularised before any serious investor signs. Past a point, delayed filings need condonation before the registrar takes them at all.
| Slip | What it actually costs |
|---|---|
| SH-7 filed after the 30 day window | Additional fee climbing with every slab of delay |
| PAS-3 filed late | A permanent late mark that surfaces in diligence |
| Allotment beyond the authorized ceiling | An issue that must be unwound or regularised |
| Form built on the old single ROC assumption | Rework and lost weeks at the wrong office |
Stamp duty adds a second trap. The duty on a Maharashtra capital change depends on the instrument and the value, so we compute the exact figure before execution rather than guessing at the payment stage.
Which Mumbai companies does this bite hardest?
Four patterns cover most of the capital change work we file from this city:
- Warehousing and logistics operators around Bhiwandi, whose growth arrives in lumps. A new godown, a bigger fleet or a working capital investor each ends in fresh equity, and a registered office in Thane district puts the filing before ROC Mumbai-II.
- Family textile businesses in Kalbadevi converting years of promoter loans into equity, so the next generation joins a clean balance sheet rather than a ledger of informal debts.
- Funded startups in Powai creating ESOP headroom ahead of a hiring push, where the authorized ceiling was set on day one and never revisited.
- Companies heading into diligence anywhere from Fort to Thane, told by investor counsel to regularise the capital structure before money moves.
The first pattern is our most frequent. A Bhiwandi logistics operator usually needs the increase, the allotment and the demat setup handled as one engagement, not as three separate jobs, and we quote it that way.
How we run the filing for you
- We read your MOA, AOA and shareholding pattern, check the demat position, and confirm whether your district files with ROC Mumbai-I or ROC Mumbai-II.
- We draft the board resolution, the EGM notice and the shareholder resolution your articles require, timed so no notice period gets cut short.
- You hold the meetings; we prepare the minutes and the amended MOA within the same week.
- We compute the MCA fee on your new capital slab and the Maharashtra stamp duty before anything is paid, then file SH-7 or PAS-3 with the amended MOA attached.
- We follow the form to approval and hand over a complete pack, with the new capital visible in your company master data.
What do we need from you?
For a standard authorized capital increase, the checklist is short and nothing on it needs a courier:
- Your current MOA and AOA, so the capital clause and voting rules are read before drafting starts.
- The latest shareholding pattern, plus the allottee list with PAN and bank proof of application money where shares are being issued.
- An active DSC for at least one director authorised to sign the filings.
- Your ISIN details if shares already sit in demat, or the instruction to set that up first.
Everything moves over email and calls. If sitting across a table helps, our team is at Haware Fantasia Business Park in Vashi, Navi Mumbai, though your filing never depends on anyone's location, ours included.
Why LegalX India in Mumbai?
Because a capital change is judged at the registrar, and we file on both sides of the new line, Kalbadevi to Kalyan. The CS who drafts your EGM notice is the person answering your calls during the raise, and investor counsel receives its documents as one indexed pack. More than 15,000 businesses have used LegalX India, and clients rate the work 4.8 on Google. Share your MOA today; a CA or CS calls you back within 30 minutes with the exact sequence for your case.