To raise paid up capital

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

03 September 2013 Dear Sir

I belong to one private limited company.

It has authorized and paid up capital Rs. 1 lac.

but the BOD has decided to increase paid up capital up to Rs. 1 crore then

I need to know

what are the procedures?

how much will be Stamp duty ?

which forms during entire proceeding ?

Board Resolution if any then format ?

please help me out

thanks in advance

appreciate your time

Ajay Mishra

Ajay Mishra (Expert)
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03 September 2013 Hi

Procedure for increase in authorised capital of the company

Section 95 of the Companies Act, 1956 provides that a company having share capital shall give notice to the Registrar of Companies for alteration in share capital in e-Form 5 electronically within a period of 30 days from the date of the resolution passed by the company for alteration in share capital.

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. If payment is more than Rs. 50000/- make off line payment.
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.

Any increase in the authorized share capital would come into effect immediately on passing of any valid resolution in this behalf, and filing of the requisite Forms 5, 23, being a ministerial act and procedural in nature, would not influence the date of increase of the authorized share capital. [Kobian (P) Ltd. v Kobian India (P) Ltd. and Others (2005) 64 CLA 281 (CLB)].

Ajay Mishra

Ajay Mishra (Expert)
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03 September 2013 Shareholder Resolution:

Increase in Authorised Share Capital of the Company

To consider and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 94 and other applicable provisions if any of the Companies Act, 1956 (including any Statutory modification or re-enactment thereof for the time being in force) the Authorised Capital of the Company be and is hereby increased from Rs. 25,00,00,000 (Rupees Twenty Five Crores) to Rs. 30,00,00,000 (Rupees Thirty Crores) by creation of 50,00,000 (Fifty Lacs) new Equity shares of Rs. 10/- (Rupees Ten) each ranking pari passu in all respects with the existing equity shares.

“RESOLVED FURTHER THAT pursuant to the provisions of Section 16 and other applicable provisions if any of the Companies Act, 1956 (including any Statutory modification or re-enactment thereof for the time being in force) the existing Clause-V of the Memorandum of Association of the Company be and is hereby substituted by the following new Clause-V:

V. The Authorised Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crores) divided into 3,00,00,000 (Three Crore) Equity Shares of Rs.10/- (Rupees Ten) each.”

RESOLVED FURTHER THAT any director or Company Secretary of the Company be and is hereby authorised to make application, file forms, etc. for increase in Authorised Share Capital of the Company with the Registrar of Companies office and are hereby further authorised to do all such acts, deeds and things as may be required or deemed expedient to implement this resolution.”

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