The document that decides how fast this goes is your Articles of Association. If the articles already permit a change to the capital clause, a Pune private company needs one members resolution and one form. If they do not, the articles are altered first, and that adds a special resolution and a second filing before Form SH-7 can even be drafted. So we read three papers on day one: the Articles as adopted, the capital clause in the MOA as last amended, and the current shareholding with face value and class.
Does a share capital change apply to your company, and in which year does it land?
Three situations put a Pune company in scope. You are allotting shares and the allotment would carry paid up capital past the ceiling in your capital clause. You are making room for an ESOP pool or an incoming investor before a term sheet closes. Or you are cutting capital to write off accumulated losses.
A fair number of companies that ask for this do not need it. If the authorised figure already sits above where the new allotment will take you, there is no SH-7 at all and only the allotment return falls due. An LLP with a Pune registered office is outside this entirely, because a change in partner contribution runs through a supplementary deed rather than the capital forms.
The financial year matters for the annual set rather than for the filing. Each form runs on a resolution date or an allotment date. But the capital figure you close the year on has to agree with the AOC-4 and MGT-7 you file for that year. A mismatch between the two is what a buyer's counsel finds during diligence three years later. For the route by route mechanics, read how share capital change works across India.
What do we need from you before the resolution date?
- The Articles as adopted and the MOA as last amended, so the capital clause and the authority to alter it can be read together.
- The current shareholding with folio numbers, face value and the class of every share already issued.
- An active DSC for the director who will sign, with DIR-3 KYC in order, because a deactivated DIN stops the form at the upload stage.
- Where paid up capital is moving, the allottee list with PAN and address, and the bank statement showing the application money credited.
- For a reduction, the latest audited balance sheet and the list of creditors as on the petition date.
None of it is exotic. Two items on that list stall more files than the resolution ever does, and both are ours to chase early rather than yours to discover late.
Which forms are due, and how many days do you get?
| Form | The clock starts on | Time allowed |
|---|---|---|
| SH-7 for a higher authorised capital | The members resolution | 30 days |
| MGT-14 where a special resolution was needed | The date that resolution passed | 30 days |
| PAS-3 for the allotment | The date of allotment | 30 days |
| Share certificates to allottees | The date of allotment | 2 months |
The windows overlap and they do not merge. A Pune company that lifts authorised capital on a Monday and allots on the Friday is carrying two separate thirty day clocks, each with its own start date, and the second one is the one people forget.
What does a missed window cost, and who pays it?
| What slipped | Section | What it costs |
|---|---|---|
| SH-7 filed after the window | Section 64(2) | ₹1,000 a day on the company and each officer in default, capped at ₹5,00,000 |
| PAS-3 filed after the window | Section 39(5) | ₹1,000 a day for each default, capped at ₹1,00,000 |
| Special resolution never filed | Section 117(2) | ₹10,000 on the company, then ₹100 a day, capped at ₹2,00,000 |
| Share certificates not issued | Section 56(6) | ₹50,000 on the company and ₹50,000 on each officer in default |
MCA's additional fee sits on top of all of it and climbs in slabs as the delay grows. The quieter cost lands later. A capital table that does not reconcile with the register of members is the sort of thing an investor's lawyer prices into the term sheet, and by then no amount of back filing makes it look clean.
The sequence we run, from board meeting to approved SRN
- The Articles and the capital clause are read first. That reading fixes the resolution type, and the board resolution, the members notice and the explanatory statement are drafted from it.
- The board meets, the members meet on notice, and the minutes and the amended capital clause are signed while the file is still warm.
- Two charges are worked out next: the MCA fee on the new authorised figure, and the duty riding with it. Stamp duty in Maharashtra depends on the instrument and value. We compute the exact figure before execution. Both numbers reach you before anything is uploaded.
- SH-7 goes up on the MCA portal against the signing director's DSC, and PAS-3 follows on the allotment date. Each upload returns an SRN, and we track it through to approval.
- Share certificates are issued, the register of members is written up, and the amended MOA with every filed form goes into one compliance pack you can hand to a diligence team.
Which Pune companies are changing share capital right now?
- A family manufacturing business in Pimpri, converted from a partnership two years ago, widening the capital clause before the second generation joins the share register.
- The same Pimpri promoters a year on, turning money they had put in as a loan into equity, with the route decided by how that borrowing was approved in the first place.
- An independent professional practice in Kothrud that incorporated as a one person company and is bringing in a second shareholder, moving paid up capital for the first time since incorporation.
- A company that has signed a term sheet and finds the investor's condition precedent is authorised capital sitting above the post money issued capital.
Who reviews an SH-7 once it is uploaded?
ROC Pune is the registrar for Pune and the districts around it. The February 2026 restructuring named districts only for ROC Mumbai-I, ROC Mumbai-II and ROC Nagpur; it left ROC Pune untouched, so a Pune company stays with ROC Pune exactly as before. We confirm the registrar for your specific address before filing. Whether the registered office sits in Kothrud, in Pimpri or in Hinjawadi makes no difference to that answer, because jurisdiction follows the registered address and not the neighbourhood.
Company filings are made online on MCA's portal and no office visit is needed. The local part of this job is therefore the reviewing office, not a counter you queue at.
Two things do leave the registrar. A reduction of capital is a tribunal matter, so it goes to NCLT Mumbai, the bench whose published jurisdiction reads State of Maharashtra, State of Goa. Its order then comes back to ROC Pune. Sections 58 and 59 send a refused or disputed share transfer to that same bench. Duty on securities, by contrast, is not a state question at all. Since 1 July 2020 an issue of securities carries 0.005 percent and a transfer on delivery basis 0.015 percent, collected in one place through the depository. A Pune shareholder buys no physical transfer stamps.
Why bring a Pune capital change to LegalX India?
The hardest step on this job is not the form. It is settling, before a word is drafted, whether your Articles already carry the authority to alter capital, because that single reading moves the resolution type, the price and the calendar. A company secretary makes that call on day one. Behind the service sit 50 plus CAs and company secretaries, and LegalX India has served more than 15,000 businesses nationally. An authorised capital increase starts at ₹1,999 for our work, with the MCA fee and the stamp duty billed at actuals, and the usual turnaround is 10 to 15 days from the day your Articles reach us. If you would rather do this across a table, our Pune office is at Yashwant Nagar, Near Bharatiya Samajseva, Yerwada, Pune 411006. Ask us to call back inside 30 minutes and that one question about your Articles is where we will start.