RECLASSIFICATION OF AUTHORISED SHARE CAPITAL
This query is : Resolved
18 December 2009
CAN ANYONE SEND ME THE PROCEDURE FOR RECLASSIFICATION ATHORISED SHARE CAPITAL??
AND THE RELATED DOCUMENTS ALSO???
PLS URGENT..
AND THE RELATED DOCUMENTS ALSO???
PLS URGENT..
28 December 2009
pls send me procedure and all the required resolutions Format....
pls, urgent....
pls, urgent....
28 December 2009
pls send me procedure and all the required resolutions Format....
pls, urgent....
pls, urgent....
20 July 2025
What is Reclassification of Authorized Share Capital?
It means changing the composition of authorized capital — for example, converting equity shares into preference shares or changing the face value of shares — without changing the total authorized capital amount.
Procedure for Reclassification of Authorized Share Capital
Board Meeting
Convene a Board Meeting to propose reclassification.
Pass a Board Resolution approving the proposal to reclassify the authorized share capital.
Authorize a director or company secretary to sign documents and call an Extraordinary General Meeting (EGM).
Notice for EGM
Issue notice to shareholders for an EGM specifying the object of reclassification.
Hold Extraordinary General Meeting (EGM)
Obtain shareholders’ approval through a special resolution for reclassification of authorized share capital.
File with Registrar of Companies (ROC)
File Form SH-7 (Increase/Alteration of Share Capital) with the ROC within 30 days of passing the special resolution.
Attach:
Copy of the special resolution
Altered Memorandum of Association (MOA) clause regarding share capital
Altered Articles of Association (AOA) if applicable
Notice and explanatory statement for EGM
Board resolution copy
Filing fees
Update MOA & AOA
Alter the relevant clauses in MOA (Clause III about Share Capital) to reflect reclassification.
Alter AOA if necessary (if provisions regarding share types or classes are affected).
ROC Approval
On acceptance of Form SH-7, ROC issues an acknowledgment confirming reclassification.
Key Documents Required:
Board Resolution approving reclassification and calling EGM
Notice of EGM with explanatory statement
Special Resolution passed in EGM approving reclassification
Altered MOA and AOA reflecting the reclassification
Form SH-7 duly signed and filed with ROC
Filing fees payment proof
Sample Formats:
1. Board Resolution (extract)
"RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company, the Authorized Share Capital of the Company be reclassified from [existing structure] to [new structure] subject to the approval of the shareholders in the ensuing Extraordinary General Meeting.
FURTHER RESOLVED THAT an Extraordinary General Meeting of the Company be convened on [date] to seek approval of the members for the aforesaid reclassification.
FURTHER RESOLVED THAT Mr./Ms. [Name], Director/Company Secretary of the Company, be and is hereby authorized to sign and file all necessary documents with the Registrar of Companies and to do all such acts and deeds as may be required to give effect to this resolution."
2. Special Resolution for EGM
"RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and subject to such approvals as may be necessary, the Authorized Share Capital of the Company be reclassified from [existing share capital] to [new share capital] with effect from the date of filing with the Registrar of Companies.
FURTHER RESOLVED THAT the Memorandum of Association of the Company be altered accordingly by substituting Clause III thereof with the following clause:
'The Authorized Share Capital of the Company is Rs. [amount] divided into [number] Equity Shares of Rs. [value] each and [number] Preference Shares of Rs. [value] each.'
FURTHER RESOLVED THAT Mr./Ms. [Name], Director/Company Secretary of the Company, be and is hereby authorized to file necessary forms with the Registrar of Companies and to do all such acts, deeds, and things as may be required."
It means changing the composition of authorized capital — for example, converting equity shares into preference shares or changing the face value of shares — without changing the total authorized capital amount.
Procedure for Reclassification of Authorized Share Capital
Board Meeting
Convene a Board Meeting to propose reclassification.
Pass a Board Resolution approving the proposal to reclassify the authorized share capital.
Authorize a director or company secretary to sign documents and call an Extraordinary General Meeting (EGM).
Notice for EGM
Issue notice to shareholders for an EGM specifying the object of reclassification.
Hold Extraordinary General Meeting (EGM)
Obtain shareholders’ approval through a special resolution for reclassification of authorized share capital.
File with Registrar of Companies (ROC)
File Form SH-7 (Increase/Alteration of Share Capital) with the ROC within 30 days of passing the special resolution.
Attach:
Copy of the special resolution
Altered Memorandum of Association (MOA) clause regarding share capital
Altered Articles of Association (AOA) if applicable
Notice and explanatory statement for EGM
Board resolution copy
Filing fees
Update MOA & AOA
Alter the relevant clauses in MOA (Clause III about Share Capital) to reflect reclassification.
Alter AOA if necessary (if provisions regarding share types or classes are affected).
ROC Approval
On acceptance of Form SH-7, ROC issues an acknowledgment confirming reclassification.
Key Documents Required:
Board Resolution approving reclassification and calling EGM
Notice of EGM with explanatory statement
Special Resolution passed in EGM approving reclassification
Altered MOA and AOA reflecting the reclassification
Form SH-7 duly signed and filed with ROC
Filing fees payment proof
Sample Formats:
1. Board Resolution (extract)
"RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and Articles of Association of the Company, the Authorized Share Capital of the Company be reclassified from [existing structure] to [new structure] subject to the approval of the shareholders in the ensuing Extraordinary General Meeting.
FURTHER RESOLVED THAT an Extraordinary General Meeting of the Company be convened on [date] to seek approval of the members for the aforesaid reclassification.
FURTHER RESOLVED THAT Mr./Ms. [Name], Director/Company Secretary of the Company, be and is hereby authorized to sign and file all necessary documents with the Registrar of Companies and to do all such acts and deeds as may be required to give effect to this resolution."
2. Special Resolution for EGM
"RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and subject to such approvals as may be necessary, the Authorized Share Capital of the Company be reclassified from [existing share capital] to [new share capital] with effect from the date of filing with the Registrar of Companies.
FURTHER RESOLVED THAT the Memorandum of Association of the Company be altered accordingly by substituting Clause III thereof with the following clause:
'The Authorized Share Capital of the Company is Rs. [amount] divided into [number] Equity Shares of Rs. [value] each and [number] Preference Shares of Rs. [value] each.'
FURTHER RESOLVED THAT Mr./Ms. [Name], Director/Company Secretary of the Company, be and is hereby authorized to file necessary forms with the Registrar of Companies and to do all such acts, deeds, and things as may be required."
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