alteration of authorised capital

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Padmakumar.V.A

Padmakumar.V.A (Querist)
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21 October 2010 Hi Experts,

Is it necessary to pass a special resolution for alteration of authorized share capital?.

To clarify more, we can alter the authorized share capital by passing an ordinary resolution. But by the effect of that there will be a change in the respective clause in MoA. Hence my doubt is whether it is require to pass a special resolution.

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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21 October 2010 Convene a general meeting for passing an
ordinary resolution in terms of section 94 and a
special resolution if the alteration of share capital calls
for alteration of articles.

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Ajay Mishra

Ajay Mishra (Expert)
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21 October 2010 Hi

Procedure for increase in authorised capital of the company

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 physically 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. However it is not necessary to pas Special Resolution for change in share capital.

Regards

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