Increase in Authorised capital

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PRIYANKA (Querist)

11 September 2009 If authorised capital of a company is to be increased say from Rs 30,00,000 to Rs 50,00,000 what are the requirements as per companies act?(for eg no of resolutions to be passed, types of resolution, forms to be filed with ROC etc.)

Ankur Garg

Ankur Garg (Expert)

11 September 2009 Hi,

1) Convenue a board meeting to approve the authorised capital and for fixing the general meeting date.
2) Convenue general meeting for amendment in capital clause of MOA. Pass special resolution in GM if alteration of article involved.
3) File e-form-23 along with explanatory statement u/s 173(2) within 30 days of passing the resolution, if required.
4) File e-form 5.
5) File altered MOA and AOA with ROC in physical.

Note: For alteration of MOA you have to pass ordinary resolution under section 94.

Regards

PRIYANKA

PRIYANKA (Querist)

15 September 2009 Thanks Sir. But I have confusion in point 2. AOA always contain capital clause. If Authorised capital is to be incresed then alteration of AOA (capital clause) is involved. Whether special resolution is always required?

I have read that special resolution is to be passed if increase is not authorised by AOA.If increase is authorised by AOA then wheteher special resolution is not required for alteration of capital clause in AOA?

SUBRAMONY V

SUBRAMONY V (Expert)

17 September 2009 For Alteration of Articles Special Resolution is always required. However if your capital clause state that Capital is as mentioned in Memorandum, you need not have to alter articles every time when there is a capital increase. Trust this clarifies

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