Increased in authorised share capital of pvt ltd company

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Querist : Anonymous

Querist : Anonymous (Querist)

04 December 2013 Whether Articles of Association is required to be altered or not? In AOA of company contains following Clause SHARE CAPITAL 4. DIVISION OF CAPITAL "The Authorised Share Capital of the Company shall be as per paragraph V of the MOA of the company with power to increase or reduce its Share Capital and to divide the shares in the capital for the time being into several classed and to attach thereto respectively such preferential, deferred or such other rights, privileges or conditions as may be determined in accordance with the regulation of the Company and to vary, modify, abrogate, any such rights, privileges or conditions in such manner as may be provided by regulations of the Company and consolidate or sub divide the shares and issue shares of higher or lower denomination by way of ordinary resolution

Ajay Mishra

Ajay Mishra (Expert)
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04 December 2013 No need to pass special resolution for change in AOA.

Only ordinary resolution will be passed for capital increase.

Ajay Mishra

Ajay Mishra (Expert)
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04 December 2013
Procedure for increase in authorised capital of the company

Section 95 of the Companies Act, 1956 provides that a company having share capital shall give notice to the Registrar of Companies for alteration in share capital in e-Form 5 electronically within a period of 30 days from the date of the resolution passed by the company for alteration in share capital.

1. Convene a Board Meeting after issuing notices to the directors of the company to decide about the increase and to fix the date, time, place and agenda for convening a General Meeting.
2. To pass an Ordinary Resolution (Special Resolution if so required by articles) for the same.
3. Download Form -5 from www.mca.gov.in
4. Fill the details required such form except signature of the concerned person.
5. Opt the option to pay stamp duty electronically along with ROC fee on Form-5 with concerned ROC.
6. Please attached altered MOA and AOA with the Form-5 filed with concerned ROC .
7. File MOA along with stamped form-5 with concerned ROC (if required).
8. After approval of Form-5 from ROC make necessary changes in MOA and AOA and in all other papers and documents.

If you are increasing Authorised Capital by Special Resolution or also change in Article of Association it is required to file Form 23 with concerned ROC within 30 days from the date of passing such resolution.

Any increase in the authorized share capital would come into effect immediately on passing of any valid resolution in this behalf, and filing of the requisite Forms 5, 23, being a ministerial act and procedural in nature, would not influence the date of increase of the authorized share capital. [Kobian (P) Ltd. v Kobian India (P) Ltd. and Others (2005) 64 CLA 281 (CLB)].

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