ALLOTMENT OF SHARES - PVT LTD CO

Hello Members

A pvt Limited Company wants to allot shares to its foriegn and promoting company. But the ( ofcourse strange ) AOA of the company doesn't specify a clause on allotment of shares HOWEVER it does state that the regulation of Table A apply to the extent excluded by the Articles of the Company. Plz confirm the steps involved ;

1. Is it required to amend the AOA ?

2. Conduct BM , allot shares.

3. File form 2

4. Issue share certificates.

thnx, Neeta

Replies (5)

Hi Neeta,

According to me allotment of equity shares and raise money is one of the inherent powers of company. Hence authorization from articles to allot shares is not required.

This is completely a general understanding so wait for the opinion of other learned members.

Best Regards

I agree with Mr. Ankur regarading the Articles, as Companies Act do not state that Articles should authorise the allotment of Shares.

Rest of the procedre as you stated will follow.

i agree with what Mr. Ankur said but since the allotment is to Foreign investor(FDI), i think, a disclosure to the fact that shares are being alloted to FDI should be sent to Reserve Bank of India. AOA need not be altered and the rest process u mentioned will follow. 

Hi Swaroop, 

Besides Complying the Companies Act, 1956 requirements - Filling Form 2 and of course making a change in register of members........

There is a need to intimate RBI, if there is an infllow / outflow of money outside India - For this file a prescribed Form with RBI which is a duty of Intermediary Bank - known as AD - Category - I / II.

Regards

CS Bharti Kukreja

 

 

thank you so much ,,, to all ,,, !!! and happy that the general understanding is well established one since der isn't any controversial opinion.

Thanks all..

Leave a Reply

Your are not logged in . Please login to post replies

Click here to Login / Register  

Company
ARTICLESHIP 01 September 2026
Article Assistant

SGNG & Associates

New Delhi

CA Inter

View Details
Company
19 August 2026
PAID ARTCILE ASSISTANT

My Legal Tax Consultants Pvt. Ltd.

Noida

CA Inter

View Details
Company
ARTICLESHIP 14 August 2026
Article Assistant

N J Suresh & Associates

Bengaluru

CA Inter

View Details
Company
ARTICLESHIP 17 August 2026
Article Assistant

K R Kiran Kumar & Associates

Bengaluru

CA Inter

View Details
Company
17 August 2026
Chartered Accountant with US GAAP Experience

Austin Med Solutions Pvt Ltd

Bengaluru

CA

View Details
Company
13 August 2026
Chartered Accountant (FP&A)

Client of Trellis Consulting

Gurgaon

CA

View Details
Company
ARTICLESHIP 17 August 2026
CA Article Trainee

ASC Group

Noida

CA Inter

View Details
Company
21 August 2026
Finance Manager

Resollect Technologies Pvt Ltd

Mumbai

CA

View Details