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Increase in authorised capital

Chandan Singh (Professional) (270 Points)

29 January 2014

hello Frnds,

I want to increase Authorised Capital of one pvt ltd co. from 1 lac to 3 lac. what kind of procedure is requried..

and is it neceassy to file form no. 23 when Clause V of moa is changed. tell me the compleate procedure.

thanx in Advance

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9 Replies

Sneha (Company Secretary) (1594 Points)
Replied 29 January 2014

Form 23 is required if Articles of Associations needs to be change in order to change Clause V of Memorandum of Association to such inc in authorized capital.

Hold a meeting to call EGM. Pass the reqd resolution as ordinary resolution ( or special resolution if AOA needs to be changed) for such increase in authorized cap.

After resolution is passed file Form 23 (if reqd). Attachments for Form 23 will be EGM resolution, Notice with explanatory statement and altered MOA.

After approval of Form 23 (if filed) file Form 5. Mention the SRN of Form 23 (if filed) in the Form 5 and attach the MOA in Form 5.

Revert back for further query.

Chandan Singh (Professional) (270 Points)
Replied 29 January 2014

Thanx For Rply..

if AoA contain the Alternation Clause of Capital..So there is not requried to Alter AOA..but if we Increased the Authrised Capital the only MOA is Alter. then in that Case it is Required to file Form 23 or not.. if i am wrong please Correct me.

Sneha (Company Secretary) (1594 Points)
Replied 29 January 2014

Its not clear from your reply what the Articles exactly states. If for ex Articles says that share capital will be as per the Memorandum of Association, then in this case change in articles is not reqd, so Form 23 is also not required.

Form 23 is reqd only when when articles is altered for inc in authorized cap (SR in EGM). If only memorandum is altered and not the articles then Form 23 is not required. Just pass OR in EGM

Chandan Singh (Professional) (270 Points)
Replied 29 January 2014

AoA said that Authorised Capital is As per Clause V of MoA..

Thanku u So much for Solving my douts.

saloni garg (Company Secretary) (26 Points)
Replied 06 February 2014

But i had spoken To a person at MCA they said that you need to file form 23 even if it is an OR because altertion in MOa cals for EGM n for that you need to notify ROC via Form 23

CS Adnan Shaikh (Company Secretary) (1301 Points)
Replied 06 February 2014

Filing of Form 23 is required for registration of certain resolutions and agreements (including special resolution). If special resolution is not passed for increase in authorized capital, no need to file 23.