Increase Authorized Capital

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DEBASISH BODHAK (Querist)
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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

Aashok Kumar Sharma (Expert)
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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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