Happy CA Day! Get 10% OFF on CAclubindia Pro 1-Yr & 2-Yr Plans. Subscribe Now!

Change in authorised capital

1445 views 1 replies

Sanjeev kango

CA CS

42 Points Posted on 16 July 2011

Dear All,

Plz help me to resolve these issues:

1 ) Can a private company can change its authosied capital which also results change in MOA and AOA by ordinary resolution?

2) What are the options avilable with minority shareholder who are against the change of authorised Capital

3) Procedure to change MOA and AOA in pvt ltd company

Regards

Replies (1)

CS Ankur Srivastava

Company Secretary & Compliance Officer

17858 Points Posted on 16 July 2011

Dear Sanjeev,

1. Yes, a Private Limited Company can change its Authorsed Share Capital (except capital reduction) by way of passing ordinary resolution in the General Meeting.

2. Change in Authorised Share Capital is possible only with the consent of the Shareholders. Secondly, how can this affect the rights of minorty shareholders.??

3. Procedure is as under:-

1. Consider the Matter in Board Meeting

2. Pass Ordinary Resolution in General Meeting

3. File form 5 within 30 days along with the altered copy of MOA.

4. If Articles are also to be amended, then Special Resolution is required and form 23 is also to be filed alogn with altered copy of AOA.