Increase in authorised capital of pvt ltd co

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Roshani (Querist)
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20 June 2012 Hi,

We want to increase our Co's Authorised Capital from 1 lakh to 10 lakhs. Please tell me the procedure and also is there is necessity to pass Special Resolution and to altered the MOA & AOA?

CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Expert)
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20 June 2012 1. Hold Board Meeting for convening Shareholders Meeting for passing Ordinary Resolution in terms of Section 94 read with Section 97 of the Act. (Passing of Special Resoltuion is required, if alteration in the capital clause of AOA is required to be made);

2. Convene Shareholder meeting (EGM/AGM);

3. File Form 5 (Attach altered MOA & AOA) with the Registrar within 30 days of the passing of resolution. The stamping fee be paid online along with fees for form 5.

(Form 23 is required to be filed if special resolution is passed in the GM, otherwise not)

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CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Expert)
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20 June 2012 When Ordinary or Special Resolution is required?

Increase in the Authorized Share Capital of a Pvt. Ltd. company will require alteration in the Capital Clause of the Memorandum of the company. But the alteration may or may not be required in the Articles.

If Articles specifically mentions the amount of Authorised Share Capital, it will required to be altered. But if the Articles contains a Clause as given below:
"The Authorised Share Capital of the Company shall be such amount and be divided into such shares as may from time to time be provided under Clause V of the Memorandum of Association of the Company."

and if Articles also authorizes such increase then articles will not require alteration and only a ordinary resolution will do the job.

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