When a company registered in Delhi increases its authorised share capital, it must pay stamp duty to the Delhi government before or at the time of filing Form SH-7 with the Registrar of Companies (ROC). In Delhi, the stamp duty rate is 0.15% of the amount by which the authorised share capital is increased, subject to a minimum fee. This applies to all companies incorporated in Delhi, including Private Limited and Public Limited companies. Taxocity has assisted hundreds of companies across Delhi with seamless share capital increases since its inception over 3 decades ago, with a 100% compliance guarantee.

• Delhi stamp duty rate: 0.15% of the increased capital amount
• Filing form: SH-7 with ROC within 30 days of the EGM resolution
• ROC fee: Calculated separately on the total post-increase authorised capital as per Companies Act, 2013

What is Authorised Share Capital?

Authorised share capital (also called nominal capital) is the maximum amount of share capital a company is legally permitted to issue to its shareholders, as stated in the Memorandum of Association (MoA). It is not the same as paid-up capital, which is the amount actually received from shareholders.

Companies often increase their authorised share capital when they plan to raise fresh funds, bring in new investors, issue ESOPs, or restructure equity. The process requires a special/ordinary resolution at an Extraordinary General Meeting (EGM) and filing of Form SH-7 with the ROC, along with payment of the applicable stamp duty.

Delhi Stamp Duty Rate on Share Capital Increase

Under Article 10 of Schedule I-A of the Indian Stamp Act, 1899 (as applicable to the Union Territory of Delhi), stamp duty is payable on the notice of increase in authorised share capital. The applicable rate in Delhi is:

Amount of Increase in Authorised Capital	Stamp Duty Rate (Delhi)
On every ₹10,000 or part thereof	₹15 (i.e., 0.15%)

Example: If a company increases its authorised share capital by ₹10,00,000 (₹10 lakhs), the stamp duty payable in Delhi will be:

100 x ₹15 = ₹1,500

If the increase is ₹50,00,000 (₹50 lakhs):

500 x ₹15 = ₹7,500

ROC Filing Fees for Form SH-7 (2026)

In addition to stamp duty, the company must also pay ROC filing fees when submitting Form SH-7. These fees are based on the total post-increase authorised share capital of the company, as per the Companies (Registration Offices and Fees) Rules, 2014:

Nominal Share Capital (Post-Increase)	ROC Fee
Up to ₹1,00,000	₹5,000
Above ₹1,00,000 up to ₹5,00,000	₹5,000 + ₹4,000 per ₹10,000 above ₹1,00,000
Above ₹5,00,000 up to ₹10,00,000	Determined per slab
Above ₹10,00,000 up to ₹50,00,000	As per MCA fee calculator
Above ₹50,00,000 up to ₹1,00,00,000	As per MCA fee calculator
Above ₹1,00,00,000	As per MCA fee calculator

The MCA portal automatically calculates the applicable ROC fees at the time of filing. It is advisable to use the MCA21 portal's fee calculator or consult a compliance expert to get an exact figure before filing.

How to Increase Authorised Share Capital in Delhi (2026)

The process for increasing authorised share capital for a company registered in Delhi involves the following steps:

Step 1: Check the Articles of Association (AoA)

Verify that the company's Articles of Association (AoA) authorises the board to increase the share capital. If not, the AoA must first be amended by passing a special resolution.

Step 2: Pass a Board Resolution

Convene a Board of Directors meeting and pass a board resolution approving the proposed increase in authorised share capital and authorising the convening of an EGM.

Step 3: Hold an EGM and Pass an Ordinary Resolution

Send proper notice to all shareholders (at least 21 days in advance, unless a shorter notice is consented to by 95% of shareholders). At the EGM, pass an ordinary resolution to increase the authorised share capital and amend the MoA accordingly.

Step 4: Pay Stamp Duty in Delhi

Pay the applicable stamp duty at the rate of 0.15% on the incremental amount. This is typically done via e-stamp paper purchased through the Delhi government's authorised stamp vendors or via the SHCIL (Stock Holding Corporation of India Limited) portal.

Step 5: File Form SH-7 with ROC

File Form SH-7 on the MCA21 portal within 30 days of passing the EGM resolution. Attach the following documents:

• Certified copy of the ordinary resolution
• Altered Memorandum of Association (showing the new capital clause)
• Notice of EGM with the explanatory statement
• Stamped copy of the notice (proof of stamp duty payment)

Step 6: Update the MoA

Once the ROC processes the filing, the change in authorised share capital is recorded in the MCA register. Ensure that the company's internal records, statutory registers, and MoA are updated to reflect the new capital.

Delhi vs Other States: Stamp Duty Comparison

Stamp duty on increase in authorised share capital varies by state. Here is how Delhi compares with a few other key states:

State / UT	Stamp Duty Rate on Increase
Delhi	0.15% (₹15 per ₹10,000)
Maharashtra	0.2% (₹200 per ₹1,00,000)
Karnataka	0.15% (₹15 per ₹10,000)
Tamil Nadu	0.25% (₹25 per ₹10,000)
Haryana	0.15% (₹15 per ₹10,000)
Uttar Pradesh	0.25%
Rajasthan	0.15%

For a complete comparison of stamp duty across all Indian states, refer to the stamp duty on share capital increase across all states in India guide by Taxocity.

Key Documents Required

• Board Resolution (certified copy)
• EGM Notice with Explanatory Statement
• Ordinary Resolution passed at EGM
• Altered Memorandum of Association
• E-stamp paper / proof of stamp duty payment (Delhi)
• DSC of an authorised director for filing on MCA portal

Penalties for Late Filing of Form SH-7

Form SH-7 must be filed within 30 days of passing the resolution. Delay in filing attracts additional fees (penalty) as per the Companies Act, 2013:

Delay Period	Additional Fees
Up to 30 days	2x the normal fee
31 to 60 days	4x the normal fee
61 to 90 days	6x the normal fee
91 to 180 days	10x the normal fee
Above 180 days	12x the normal fee

Non-compliance can also result in fines on the company and every officer in default under Section 64 of the Companies Act, 2013. It is critical to file on time to avoid escalating penalties.

Why Choose Taxocity for Share Capital Increase?

Taxocity has been providing end-to-end corporate compliance services for over 3 decades. With a 4.8/5 rating from 5,000+ verified reviews and a 100% compliance guarantee, Taxocity is trusted by thousands of companies in Delhi and across India.

• End-to-end support: From drafting board resolutions to filing Form SH-7 with ROC
• Stamp duty calculation: Accurate computation of Delhi stamp duty and ROC fees
• Real human experts: Dedicated compliance professionals, not automated software
• 100% compliance guarantee: All filings are verified before submission to the MCA portal
• Fast turnaround: Quick processing to ensure the 30-day filing deadline is met

Need help with other registrations? Taxocity also assists with Private Limited Company Registration, LLP Registration, and GST Registration.

Sources

• Ministry of Corporate Affairs (MCA) - MCA21 Portal
• SHCIL e-Stamping Portal
• Taxocity - Stamp Duty on Share Capital Increase Across All States in India
• Taxocity - Private Limited Company Registration Guide

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Disclaimer: The information provided in this article is for general informational purposes only and does not constitute tax or legal advice. Stamp duty rates and ROC filing fees are subject to change. Please consult a qualified tax advisor or company secretary before taking any action based on this content.