Moa &aoa

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Utsav (Querist)

01 June 2012 I want to increase the Authorised capital of Pvt. Ltd company. For that, do i need to file the amended MOA &AOA. If yes, then do i need to get the subscribers to MOA & AOA resigned on the date of amendment or the signed copy of original subscribers page at the time of incorporation will suffice.

vignesh

vignesh (Expert)

01 June 2012 Dear Utsav,

You need to amend the MoA & AoA in the capital clause. No need to get the signature of the subscribers. Just get the approval of shareholders in the general meeting and get it signed by the Managing Director or Director of the Company.

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)

01 June 2012 i) Amended MOA and AOA has to be filed.
ii) Resigning of subscribers not required.

Utsav

Utsav (Querist)

01 June 2012 Thank you.

Further, in AOA it is mentioned :
SHARE CAPITAL
5. The Authorized Share Capital of the company is ` 1,00,000 (` One Lac only) divided
into 10,000 (Ten Thousand) Equity Shares of ` 10 (` Ten Only) each with the rights,
privileges and conditions attached thereto as per the relevant provisions contained in that
behalf in these presents and with power to the Company to increase or reduce the capital
and to divide the shares in the capital for the time being into several classes (being those
specified in the Companies Act, 1956) and to attach thereto respectively such preferential,
qualified or special rights, privileges or conditions as may be determined by or in
accordance with the Articles of Association of the Company and to vary, modify, enlarge or
abrogate any such rights, privileges or conditions in such manner as may be permitted by
the said Act or provided by these Articles of Association of the Company

Increase of share capital
7. The company in General meeting may, from time to time, increase the capital by
creation of the new shares of such amount as may be deemed expedient.

Now, do i need to get it paased by special resoluion or ordinary resolution will do.

vignesh

vignesh (Expert)

01 June 2012 Hi,

Alteration of AoA requires Special Resolution and for MoA ordinary Resolution is enough.

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)

01 June 2012 Generally ,clause 45 of Table A of the Companies Act,1956 governs increasing authorized share capital by way of 'ordinary resolution'. If the AOA of the referred company do not provide otherwise, ordinary resolution will suffice.

Utsav

Utsav (Querist)

01 June 2012 THANK YOU, VIGNESH. So, In that case i have to file Form 23 also. In all:

I have to file Form 23, Form 5 and the for allotment Form 2.

Is that right?

vignesh

vignesh (Expert)

01 June 2012 Yes you have to file the 3 forms

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