Increase authorised as well as paid up share capital of pvt

Pvt ltd 10388 views 9 replies

Dear All,

Please anyone, provide me procedure need to be followed for Increase in Authorised Share Capital as well as Paidup Share Capital of a Private Limited company.

Please Also provide resolutions to be passed at both Board Meeting and General Meeting as well as Forms to be submitted with MCA.

Thanking You,

Darshan Mehta.

Replies (9)

Forms to be filed with ROC:-

Form 5- for increasing Authorised Share Capital

Form 2- For Increasing Paid up Share capital. 

u can also visit the following page

/forum/resolution-for-increase-in-paid-up-capital-99853.asp#.UMBzAORfFZh

You can try the following links:-

For Procedures

/experts/increase-in-authorised-and-paid-up-share-capital-913630.asp#.UMByPlIqrC8
 

For Resolutions
/forum/resolution-to-increase-authorised-capital-6815.asp#.UMBym1IqrC8

 

Firstly call a Board Meeting for holding EGM and pass the below mentioned resolution in the Board Meeting to get consent of the shareholders for the increase in capital and change of memorandum (if required). Check whether the increase of authorized capital is in accordance with the Memorandum of Association of the Company or not. If not then first increase the capital clause in the memorandum and file Form 23. If it is in accordance with MOA then no need to file Form 23. After this file Form 5. Give the reference of SRN of Form 23 in this Form 5 (In case you file Form 23). Please note that the forms can be filed only after getting the consent of shareholders in the EGM.

 

HOLDING OF EXTRA ORDINARY GENERAL MEETING FOR INCREASE IN AUTHORISED CAPITAL OF THE COMPANY

 

The company requires funds for its expansion plans. It is therefore desirable that the Authorized Share Capital be increased to issue further shares. The proposed increase in Authorized Share Capital would also enable the Company to raise additional capital.

The Board expressed its satisfaction to the matter discussed and passed the following Resolution.

 

“RESOLVED that an Extra Ordinary General Meeting of the shareholders be called on (Date – atleast 23days from the date of this Board meeting) for the increase in authorized capital of the Company. The draft notice along with explanatory statement thereto as placed before the Board be and is hereby approved and the same be sent to the shareholders whose name appear in the register of members as on (date of this Board Meeting).”

                        

 

“RESOLVED further that in the said Extra Ordinary General Meeting of the Company the following resolution be moved:

 

 

“RESOLVED that pursuant to Section 94 and other applicable provisions if any, of the Companies Act, 1956 the Authorized Share Capital of the Company be increased from Rs._______/- (Rupees __________ only) divided into ________ equity shares of Rs.__/- each to Rs._______/- (Rupees ________ Only) divided into _______ equity shares of Rs.__/- each by the creation of ________ new equity shares of Rs.____/- each to rank paripassu in all respect with existing equity shares of the Company.”

 

(If MOA has to be changed, then include as mentioned below)

 

V.  The Authorized Share Capital of the Company is Rs.________/- (Rupees _________ only) divided into ________ ( ______) equity shares of Rs.____/- (Rupees Ten) each and subject to the provisions of the Companies Act, 1956 including any statutory modification or re-enctment thereof, with right, privileges and conditions attached thereto as are provided by the regulations of the Company for the time being with the power to sub-divide, consolidate, increase or reduce the capital of the company and to attach thereto such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the regulations of the company and to vary, modify or abrogate any such rights, privileges, or conditions in such manner as may for the time being be provided by the regulation of the Company subject to the provisions of the Companies Act, 1956 including any statutory modification or re-enactment thereof and the regulation of the company

 

“FURTHER RESOLVED THAT Mr. _________, Director of the Company, be and is hereby authorised to sign and file necessary required forms with the concerned Registrar of Companies, within the prescribed time limit.”

 

Dear Darshan,

The increase in Authorise capital requires the given steps :

1. The calculation of  MCA fee / Stamp Duty accourding to the state the reg offie of copany is suituated.

2. Alteration of Articles : for this a special resolution initiated by board and passed in general meeting is required, to alter clause which reflect the Authorised capital.

3. the Alteration of Memorandum a general resolution initiated by board and passed in general meeting is required, to alter clause which reflect the Authorised capital.

4. the above given resolutions alongwith 81 (1A) if there is prerencial allotment is uploaded to MCA by form 23.

5. THe form 5 alongwith precribed fee is files with the incresed Authorised capaital details.

 

The procedure for increasing the paid up capital depends on what type of the allotment you want to make whether it is a Bonus, Rights or preffrencial Issue.

Increase in paid up capital means allotment of shares. Call a Board Meeting and pass the following resolution.

 

 

ALLOTMENT OF SHARES

 

The Chairman informed the Board that the Company has received few application request for the allotment of Company’s shares to them. It is proposed to allot ___________ equity shares (at a premium of Rs. ___/- per share) to those applicants who have applied to subscribe in the equity shares of the Company. After some discussions, it was :-

 

“RESOLVED THAT consent of the Board be and is hereby accorded for the allotment of ________ equity shares of Rs.10/- each (at a premium of Rs.__/- per share) to the applicants who have applied to subscribe in the equity shares of the Company as per the details given below :-

 

Sr. No.

Name of the Applicants

No. of shares applied

No. of shares to be allotted

1

 

 

 

2

 

 

 

 

FURTHER RESOLVED that ________, Director of the Company be and is hereby authorized to file the return of Allotment with the concerned Registrar of Companies, and comply with the necessary formalities in this regard.”

 

File Form 2 and issue share certificates to the shareholders to whom shares have been alloted

 

Originally posted by : Sneha Binani


Increase in paid up capital means allotment of shares. Call a Board Meeting and pass the following resolution.

 

 

ALLOTMENT OF SHARES

 

The Chairman informed the Board that the Company has received few application request for the allotment of Company’s shares to them. It is proposed to allot ___________ equity shares (at a premium of Rs. ___/- per share) to those applicants who have applied to subscribe in the equity shares of the Company. After some discussions, it was :-

 

“RESOLVED THAT consent of the Board be and is hereby accorded for the allotment of ________ equity shares of Rs.10/- each (at a premium of Rs.__/- per share) to the applicants who have applied to subscribe in the equity shares of the Company as per the details given below :-

 





Sr. No.



Name of the Applicants



No. of shares applied



No. of shares to be allotted





1



 



 



 





2



 



 



 





 

FURTHER RESOLVED that ________, Director of the Company be and is hereby authorized to file the return of Allotment with the concerned Registrar of Companies, and comply with the necessary formalities in this regard.”

 

File Form 2 and issue share certificates to the shareholders to whom shares have been alloted

 

 

 

 

 

Dear Sneha,

Thank you for all your reply, but can you let me know that to call share application what procedures are to be followd...

Once I increase my authorised share capital that what to do for calling share application.?..as you have shown be path after that so I get to know to requirement of calling of share application that it all will be done.

Thanking you once again for your quick response...

Dear Dharsan,

As per my perivious reply, i have asked the type of allotment you want to make, theis detail which you have not provided.

If  you are making an prefrencial allotment then please refer the unlisted prefrencial allotment rules, 2011 as amended on 14th Dec 2011.

For prefrencial Allotment:

Please take the share application form which would include the cheque / dd details n favor of your company from the indivizual / body corporate / partnership firms.

For Rights Issue:

the share application money comes only after the issue of record date as govee in letter of offer.

For Bonus issue:

There is no requirement of share application money as there is a captialization of reserves.

Originally posted by : C S Alok Singh

Dear Dharsan,

As per my perivious reply, i have asked the type of allotment you want to make, theis detail which you have not provided.

If  you are making an prefrencial allotment then please refer the unlisted prefrencial allotment rules, 2011 as amended on 14th Dec 2011.

For prefrencial Allotment:

Please take the share application form which would include the cheque / dd details n favor of your company from the indivizual / body corporate / partnership firms.

For Rights Issue:

the share application money comes only after the issue of record date as govee in letter of offer.

For Bonus issue:

There is no requirement of share application money as there is a captialization of reserves.

Thank you for your concern over my comment..

my purpose for issue of share capital is to increase share capital so that I can have better Net Worth for the purpose of Bank Loan..

So for that what ever type of Issue is good will be done. But I guess that Bonus will not be at all an option for my purpose, as I want to increase my net worth.

So please suggest me accordingly..

Thanking You.

Originally posted by : Mehta Darshan




Originally posted by : C S Alok Singh






Dear Dharsan,

As per my perivious reply, i have asked the type of allotment you want to make, theis detail which you have not provided.

If  you are making an prefrencial allotment then please refer the unlisted prefrencial allotment rules, 2011 as amended on 14th Dec 2011.

For prefrencial Allotment:

Please take the share application form which would include the cheque / dd details n favor of your company from the indivizual / body corporate / partnership firms.

For Rights Issue:

the share application money comes only after the issue of record date as govee in letter of offer.

For Bonus issue:

There is no requirement of share application money as there is a captialization of reserves.






Thank you for your concern over my comment..

my purpose for issue of share capital is to increase share capital so that I can have better Net Worth for the purpose of Bank Loan..

So for that what ever type of Issue is good will be done. But I guess that Bonus will not be at all an option for my purpose, as I want to increase my net worth.

So please suggest me accordingly..

Thanking You.

Dear Dharsan,

As per your requirement, in short i would like to suggest you to opt "pefrencial allotment" if the share applicatin moneu is coming from Non - Member.

If you are taking the Share Application money from a Member and want to retain it for longer period i.e. more than 60 days (as per notification dated 14/12/2011 GSE 879 (E)) then opt the right's issue way.

All the Best.


CCI Pro

Leave a Reply

Your are not logged in . Please login to post replies

Click here to Login / Register  

Related Threads
Loading