Alteration of aoa and moa if increase in as capital
This query is : Resolved
12 November 2013
Dear All
Pvt ltd Co is gonna increase its ASC from 1 lakh to 23 lakh.
My Query is anyways we have alter the Clause V of MOA ,is any requirement for do Change in AOA and passing Special resolution in EGM. Since in AOA Capital Clause says following,
The Authorized Share Capital of the Company shall be as mentioned in Clause V of the Memorandum, with the power to increase, reduce,consolidate and subdivide its capital in accordance with the provisions
of the Companies Act, 1956 and Agreement with Shareholders or JointVenture, if any.
Please do need full.
Regards,
Nithin Shetty
CA Article Trainee
Pvt ltd Co is gonna increase its ASC from 1 lakh to 23 lakh.
My Query is anyways we have alter the Clause V of MOA ,is any requirement for do Change in AOA and passing Special resolution in EGM. Since in AOA Capital Clause says following,
The Authorized Share Capital of the Company shall be as mentioned in Clause V of the Memorandum, with the power to increase, reduce,consolidate and subdivide its capital in accordance with the provisions
of the Companies Act, 1956 and Agreement with Shareholders or JointVenture, if any.
Please do need full.
Regards,
Nithin Shetty
CA Article Trainee
12 November 2013
Please refer to a link : https://www.caclubindia.com/experts/increase-of-authorised-capital-479570.asp#.UoHN4nCBkpc
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12 November 2013
No need to change your article because your article refere to clause V, so no need to change.
You only pass ordinary resolution and increase capital.
You only pass ordinary resolution and increase capital.
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12 November 2013
Procedure for increase in authorised capital of the company
Section 95 of the Companies Act, 1956 provides that a company having share capital shall give notice to the Registrar of Companies for alteration in share capital in e-Form 5 electronically within a period of 30 days from the date of the resolution passed by the company for alteration in share capital.
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 www.mca.gov.in
4. Fill the details required such form except signature of the concerned person.
5. Opt the option to pay stamp duty electronically along with ROC fee on Form-5 with concerned ROC.
6. Please attached altered MOA and AOA with the Form-5 filed with concerned ROC .
7. File MOA along with stamped form-5 with concerned ROC (if required).
8. 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.
Any increase in the authorized share capital would come into effect immediately on passing of any valid resolution in this behalf, and filing of the requisite Forms 5, 23, being a ministerial act and procedural in nature, would not influence the date of increase of the authorized share capital. [Kobian (P) Ltd. v Kobian India (P) Ltd. and Others (2005) 64 CLA 281 (CLB)].
Procedure for increase in authorised capital of the company
Section 95 of the Companies Act, 1956 provides that a company having share capital shall give notice to the Registrar of Companies for alteration in share capital in e-Form 5 electronically within a period of 30 days from the date of the resolution passed by the company for alteration in share capital.
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 www.mca.gov.in
4. Fill the details required such form except signature of the concerned person.
5. Opt the option to pay stamp duty electronically along with ROC fee on Form-5 with concerned ROC.
6. Please attached altered MOA and AOA with the Form-5 filed with concerned ROC .
7. File MOA along with stamped form-5 with concerned ROC (if required).
8. 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.
Any increase in the authorized share capital would come into effect immediately on passing of any valid resolution in this behalf, and filing of the requisite Forms 5, 23, being a ministerial act and procedural in nature, would not influence the date of increase of the authorized share capital. [Kobian (P) Ltd. v Kobian India (P) Ltd. and Others (2005) 64 CLA 281 (CLB)].
12 November 2013
Dear Ajay,
since we are passing Ordinary resolution in EGM there is no need file FORM-23 right..??? and if there is any time limit to file Form-5 with ROC..??
since we are passing Ordinary resolution in EGM there is no need file FORM-23 right..??? and if there is any time limit to file Form-5 with ROC..??
12 November 2013
Dear Ajay,
I got the time limit that is 30 days in above mentioned procedure,please clear me on the other query.
I got the time limit that is 30 days in above mentioned procedure,please clear me on the other query.
12 November 2013
Dear Ajay,
and also can we take approval from members for further issue of shares from those increased part of auhorised share capital in same EGM by passing ordinary resolution or have to convene separate Board Meeting.??
and also can we take approval from members for further issue of shares from those increased part of auhorised share capital in same EGM by passing ordinary resolution or have to convene separate Board Meeting.??
12 November 2013
Yes, if you are increasing share capital through Ordinary Resolution then no need to file Form-23.
Only File Form-5 with ROC.
Only File Form-5 with ROC.
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