resolution for increase in paid up capital

can any body please provide me the resolution for increase in paidup capital

for a private company.

and in procedures i need to file 1st E-form 23 & then E-form 2 after 23 is approved.

correct me if I am wrong.

Company Secretary


      In case of private company if u want to make an allotment then u only need to file Form 2. no need to file form 23. And u need to show a board resolution in th BM minutes.

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Company Secretary

Dear Friend



Procedure for increase in authorised capital of the company



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

4.                  Fill the details required such form except signature of the concerned person.

5.                  This stamped duty pay with Form-5 filed with concerned ROC along with altered MOA and AOA.

6.                  Pay the ROC fee with concerned ROC.

7.                  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.



Ajay Mishra




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Company Secretary and Compliance Officer

Increase in paid up capital is equal to



Return of allotment is required to be submitted u/s 75 by filing form-2 with concerned Registrar of Company in case of increase in paid up capital through allotment of equity shares.




  1. First convene board Meeting for allotment of equity shares and pass necessary resolution for allotment.
  2. Download form-2 from MCA Site  
  3. Fill form-2 and attach list of allottee.
  4. Get form-2 certified from practicing CS/CA and upload the same on MCA Site.



No need to file form 23 in case of allotment of equity shares.



Company Secretary and Compliance Officer



For some more sample board resolutions kindly visit the link below:






Click the 3rd link and check resolution number 5.

F.C.A. & M.COM

RESOLVED THAT pursuant to provisions of sections 94, 97 and other applicable provisions, if any, of the Companies Act, 1956, the Authorised Share Capital of the company be and is hereby increased from Rs. 5,00,000 (Rupees Five Lacs only) divided into 50,000 (Fifty Thousand) Equity Shares of Rs. 10 (Rupees Ten Only) each to Rs. 12,00,000 (Rupees Twelve Lakhs only) by creation of 70,000 (Seventy Thousand) Equity Shares of Rs. 10 (Rupees Ten only) each, with a power of company to increase, reduce or modify the capital and to divide all or any of the shares in the capital of the company, for the time being, and to classify and reclassify such shares from shares of one class into shares of other class or classes and to attach thereto respectively such preferential, deferred, qualified or other special rights, privileges, conditions or restrictions as may be determined by the company in accordance with the Articles of Association of the company and to vary, modify or abrogate any such rights, privileges, conditions or restrictions, in such manner and by such persons as may, for the time being, be permitted under the provisions of the Articles of Association of the company or legislative provisions for the time being in force in that behalf.


thx gyz



can u please tell me in case of increase in paid up capital, whether an ordinary resolution is required or a special resolution?


Company Secretary and Compliance Officer

Parul Ji,


In case of increase in paid up capital, you have to allot new shares to new or existing allottees by passing a board resolution only.


For allotment of new shares for increase in paid up capital, ordinary resolution or special resolution not required. Ordinary resolution or special resolution is a subject matter of shareholders meeting and not of board meeting.



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Student CS

Dear Ankur Sir ,


In Private Limited Company the Paid up capital of the company is increased  and new Equity Shares has been Issued to the existing sharesholders of the Company. Now , Do we need to pay  stamp duty on the New issued Equity Shares ?



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