procedure for issues of additional share capital

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Illayaraja (Querist)
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19 April 2011 Hello Sir,
what is procedure for issues of additional share capital and add additional director for private limited company.

Jayashree S Iyer

Jayashree S Iyer (Expert)
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19 April 2011 Procedure for increasing Share Capital

If the increase is within the authorised capital, just call for a board meeting and allot shares. Within 30 days of allotment file Form 2 with ROC. Issue SC and make entries in the Register of members.

If the increase is not within the ASC, you have to amend MOA / AOA. For this

1) Hold Board Meeting and decide about increase in ASC.
2) In the same meeting, decide about date of EGM and issue notice to members
3) Hold EGM and pass Ordinary resolution if MOA alone is to be amended or Special resolution if AOA is also to be amended
4) If SR passed, file Form 23 alongwith amended MOA / AOA within 30 days of passing
5) File Form 5 and pay necessary fees
6) Make changes in all copies of MOA / AOA
7) Then go for allotment of shares by holding Board Meeting and file Form 2 for share allotment.

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Jayashree S Iyer

Jayashree S Iyer (Expert)
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19 April 2011 Procedure for appointment of additional director -

Since yours is a private company, director can be appointed by the Board subject however to provisions contained in AOA. Just pass a Board Resolution appointing him as a Director and file Form 32 with ROC.

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