Share capital clause in aoa

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Rajat Singla (Querist)

20 June 2013 Share Capital clause in AoA is written as

"The Authorised Share Capital of the Company is Rs.1,00,000/(Rupees One Lac) divided into 10,000 (Ten Thousand) Equity shares of Rs. 10/(Rs. Ten only) each, capable of being increased or decreased in accordance with the company's regulations and legislative provisions for the time being in force in that behalf with the power to divide the share capital whether original or special rights and connections in such a manner as may for the time being be provided by the regulations of the company and allowed by law. The minimum paid up Capital of the Company shall be Rupees one Lac only."

The Company now wants to increase the authorised share capital.

My query is that
1. We have to alter the AoA with SR and file Form 23.
2. After filling Form 23 alter the MoA and file form 5 and then we can issue new shares.

Thank You.

Ajay Mishra

Ajay Mishra (Expert)

20 June 2013 Hi

Procedure for increase in authorised capital of the company

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.

Agree with your points.

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