A Pvt. Ltd. Company is presently having Authorised Capital of Rs. 25 Lakhs and the said Capital is to be increased to Rs. 50 Lakhs involving Alteration of Capital Clause of MOA and necessary alteration in AOA. So please advise whether Special resolution is required to be passed in this case or not. Also provide the complete step by step procedure to be followed to carry out the process of Increase in Authorised Capital of the Company.
For alteration in MOA only Ordinary resolution is sufficient, but in case of alteration in AOA, it is mandatory to pass Special Resolution under section 31 of the Companies Act, 1956.
17 October 2013
Procedure for increase in authorised capital of the company
Section 95 of the Companies Act, 1956 provides that a company having share capital shall give notice to the Registrar of Companies for alteration in share capital in e-Form 5 electronically within a period of 30 days from the date of the resolution passed by the company for alteration in share capital.
1. Convene a Board Meeting after issuing notices to the directors of the company to decide about the increase and to fix the date, time, place and agenda for convening a General Meeting. 2. To pass an Ordinary Resolution (Special Resolution if so required by articles) for the same. 3. Download Form -5 from www.mca.gov.in 4. Fill the details required such form except signature of the concerned person. 5. Opt the option to pay stamp duty electronically along with ROC fee on Form-5 with concerned ROC. 6. Please attached altered MOA and AOA with the Form-5 filed with concerned ROC . 7. File MOA along with stamped form-5 with concerned ROC (if required). 8. After approval of Form-5 from ROC make necessary changes in MOA and AOA and in all other papers and documents.
If you are increasing Authorised Capital by Special Resolution or also change in Article of Association it is required to file Form 23 with concerned ROC within 30 days from the date of passing such resolution.
Any increase in the authorized share capital would come into effect immediately on passing of any valid resolution in this behalf, and filing of the requisite Forms 5, 23, being a ministerial act and procedural in nature, would not influence the date of increase of the authorized share capital. [Kobian (P) Ltd. v Kobian India (P) Ltd. and Others (2005) 64 CLA 281 (CLB)].
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