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Form 23 for increase in Auth. Cap.

Mitali Agarwal (Company Secretary) (638 Points)

08 January 2010

Dear Friends,

I would like to know that whether Form 23 is required for increase in authorised capital of the company for change in clause V of MOA without any change in AOA?

I think that since ordinary resolutions are passed for nicrease in auth. cap. and change in clause of MOA, so Form 23 should not be filed.

Please clarify.

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5 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 08 January 2010

If you have mentioned the amount of AC in AOA then u have to alter AOA by passing SR for which u hv to file F.23

Otherwise for inc in AC process from-23 not required.

Priya Sharma (Company Secretary & Student.MBA) (998 Points)
Replied 09 January 2010

I agree wih Ankur Sir.If the amount of Authorised Capital is not mentioned in the Articles of Asociation of the Company, then in that case the AOA need not be amended and hence form 23 need not be filed with ROC.

Only form 5 and the neceesary annexures are to be filed for capital increase.

Regards

Priya Sharma

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 11 January 2010

Dear Mitali,

For change of Memorandum of the company only Ordinary resolution is required. And Capital clause i.e. clause V of the MOA is required to be altered in case of change in capital only Ordinary resolution is required in there is no need to file form 23. However, in case the capital is also mentioned in Articles or in any case if the Articles is required to be altered, it can only be altered by way of Special Resolution and Form 23 is requird to be file within 30 days of the date of resolution.

However, in your case, form 23 is not required to be filed as there in no change in AOA.

Mitali Agarwal (Company Secretary) (638 Points)
Replied 11 January 2010

Thanks to all of you for your replies.

CS Gaurav Jain (Consultant) (63 Points)
Replied 12 January 2010

Dear Members

As per Section 94 of the Act, a company if authorised by Articles may increase the authorised capital of the Company.

Now it is pertinent to note whether Articles permit the same or not? Secondly if permitted then what type of resolution is specified in Articles?

If clauses 44 & 45 of Table A are adopted in Articles or Articles expressely provide for, then Ordinary Resolution other wise Special Resolution shall be required.

Kind views of members are solicited

regards

Gaurav Jain

gaurav @ rsj.co.in