Reclassification of authorised capital

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Querist : Anonymous

Querist : Anonymous (Querist)

23 January 2012 A private limited company wants to reclassify its existing authorised capital divided into only equity shares into equity & preference shares.
What are the forms to be filed for the same.
Is form-2 also required to be filed after form 5

Jiten Gupta

Jiten Gupta (Expert)
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23 January 2012 Only form 5 is required to be filed. No need to file E- Form-2.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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23 January 2012 e-Forms to be filed with ROC

1. e-Form 23 (If special resolution is passed)

2. e-Form 5

Jiten Gupta

Jiten Gupta (Expert)
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23 January 2012 As per my understanding

Alteration of Capital Clause (including Reclassification )requires Ordinary Resolution. No need to file E-Form 23.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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23 January 2012 Correct

Alteration of Articles require Special resolution.

If Article is altered along with Memorandum, Special Resolution is required & hence form 23 is required to be filed.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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23 January 2012 Correct

Alteration of Articles require Special resolution.

If Article is altered along with Memorandum, Special Resolution is required & hence form 23 is required to be filed.

Querist : Anonymous

Querist : Anonymous (Querist)

23 January 2012 Thanks a lot.

Jiten Gupta

Jiten Gupta (Expert)
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23 January 2012 Yes, Mr. Mitesh is Right.

I had mentioned reply only for change in MOA, But many companies has clause of capital in their AOA also and there u need to alter it by Special Resolution, resulting into filing Form 23 also apart from E-Form 5 .

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