board resolution for issue of equity shares

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Anil Singhi (Querist)

28 April 2010 Hi,
I have a private limited company and have increased my authorised capital recently. Now I want to issue equity shares. Can anyone tell me is it compulsory to pass a resolution and if yes then whether special or ordinary.Please show me the format of resolution being passed. I also want to know detailed procedure for the same. Seeking reply urgent.

CS vanita

CS vanita (Expert)

28 April 2010 There is no specific provision in the Companies Act, with regard to further issue of shares in the case of a private limited company. So further issue is depends upon the AOA of the Company.

Board Resolution is sufficient for further issue of shares

Format of Resolution

“RESOLVED THAT subject to the provisions if any, of the Companies Act, 1956 and the Articles of Association of the Company,....... Equity Shares of Rs..../- each fully paid up be allotted to the following applicants

.......... ....
.......... ....

RESOLVED FURTHER THAT Share Certificates be issued to the Allottees under the Common Seal of the Company and signature of Directors".

Aditya Maheshwari

Aditya Maheshwari (Expert)

28 April 2010 Yes a simple board resolution for alltoment of shares needs to be passed as shown above.

Also you can quote in the end

Resolved further that form no. 2 be filed with the ROC and Mr. XYZ, director of the company be and is hereby authorised to sign the form

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