01 June 2012
I want to increase the Authorised capital of Pvt. Ltd company. For that, do i need to file the amended MOA &AOA. If yes, then do i need to get the subscribers to MOA & AOA resigned on the date of amendment or the signed copy of original subscribers page at the time of incorporation will suffice.
You need to amend the MoA & AoA in the capital clause. No need to get the signature of the subscribers. Just get the approval of shareholders in the general meeting and get it signed by the Managing Director or Director of the Company.
Further, in AOA it is mentioned : SHARE CAPITAL 5. The Authorized Share Capital of the company is ` 1,00,000 (` One Lac only) divided into 10,000 (Ten Thousand) Equity Shares of ` 10 (` Ten Only) each with the rights, privileges and conditions attached thereto as per the relevant provisions contained in that behalf in these presents and with power to the Company to increase or reduce the capital and to divide the shares in the capital for the time being into several classes (being those specified in the Companies Act, 1956) and to attach thereto respectively such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify, enlarge or abrogate any such rights, privileges or conditions in such manner as may be permitted by the said Act or provided by these Articles of Association of the Company
Increase of share capital 7. The company in General meeting may, from time to time, increase the capital by creation of the new shares of such amount as may be deemed expedient.
Now, do i need to get it paased by special resoluion or ordinary resolution will do.
01 June 2012
Generally ,clause 45 of Table A of the Companies Act,1956 governs increasing authorized share capital by way of 'ordinary resolution'. If the AOA of the referred company do not provide otherwise, ordinary resolution will suffice.
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