Increase Authorized Capital

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DEBASISH BODHAK (Querist)

30 March 2024 Date of Incorporation: 28/09/2012, a private limited company wants to increase its authorized capital. It has only hard copy of MOA. So how to get e-MOA and how to increase its authorized capital. Please share the details procedure.
Thank You.

Aashok Kumar Sharma online

Aashok Kumar Sharma

(Expert)

09 July 2024 To increase the authorized capital of a private limited company that was incorporated with a physical copy of the Memorandum of Association (MOA), you'll need to follow these steps:

### Step 1: Obtain e-MOA

Since your company was incorporated before the introduction of e-MOA, you'll need to convert your physical MOA into an e-MOA format. Here's how you can proceed:

1. **Prepare e-MOA**: Prepare a soft copy of your existing MOA in a digital format. This can be done by scanning the physical copy or by typing it out digitally, ensuring that all details match exactly with the original.

2. **Certification**: The e-MOA needs to be certified by a practicing Company Secretary (CS), Chartered Accountant (CA), Cost Accountant (CMA), or Advocate. They will certify that the e-MOA is a true copy of the original physical MOA.

3. **Upload on MCA Portal**: Once certified, upload the e-MOA on the Ministry of Corporate Affairs (MCA) portal. Login to the MCA portal using your credentials.

4. **File Form INC-32 (SPICe)**: Along with the e-MOA, file Form INC-32 (SPICe - Simplified Proforma for Incorporating Company Electronically) for conversion. This form is used for application for incorporation of a company and must be filed electronically.

5. **Payment of Fees**: Pay the requisite fee for filing Form INC-32. The fee depends on the authorized capital of the company.

**Verification and Approval**: After submission, the MCA will verify the details and upon successful verification, your company's MOA will be converted to e-MOA.

### Step 2: Increase Authorized Capital

Once you have the e-MOA in place, you can proceed to increase the authorized capital of your company:

1. **Board Resolution**: Hold a Board Meeting to pass a resolution approving the increase in authorized capital. This resolution should specify the new authorized capital amount.

2. **Shareholders' Approval**: Convene a General Meeting of shareholders to approve the increase in authorized capital. Pass a special resolution approving the alteration of the Memorandum of Association to reflect the increased authorized capital.

3. **File Form MGT-14**: File Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing the resolution. This form is for filing resolutions and agreements to the Registrar.

4. **Payment of Fees**: Pay the prescribed fee for filing Form MGT-14. The fee is based on the authorized capital of the company.

5. **Issue of Certificate**: Once the ROC approves the alteration of MOA, they will issue a fresh Certificate of Incorporation reflecting the increased authorized capital.

### Important Points to Note:

- Ensure all documents are prepared accurately and comply with the Companies Act, 2013 and related rules.
- Keep track of the status of your filings on the MCA portal.
- Seek assistance from a qualified professional (CA, CS, CMA, or Advocate) for certification and guidance throughout the process.

By following these steps diligently, you can successfully convert your MOA to e-MOA and increase the authorized capital of your private limited company.

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