format of special resolution
This query is : Resolved
20 April 2009
please give me the formal of special resolution to be passed at the general meeting of the company for increasing the authorised capital of the company.
20 April 2009
The Format for Special Resolution is as follows:
"RESOLVED THAT pursuant to provisions of section 31 and other applicable provisions, if any, of the Companies Act, 1956, and further subject to any other laws and regulations, as may be applicable, existing Article __ (no. of the article)of the Articles of Association of the company be substituted by the following new Article __ (no. of the article):
__ (no. of the article). The Authorised Share Capital of the company is Rs.xxxx (figure) (In words) divided into XXXXX (figure)(In words)Equity shares of Rs._/- each, with the rights, privileges and conditions attaching thereto as are provided by the Articles of Association of the company with power to increase and reduce the capital of the company and divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the company for the time being and to vary, modify, amalgamate or abrogate any such rights, privileges or conditions in such manners as may be permitted by the Companies Act, 1956 or provided by the Articles of Association of the company for the time being."
In addition to this, You need to give an "Explanatory statement and reasons for the Proposed resolution accompanying the notice dated ___ pursuant to section 173(2) read with section 192A (2) of the Companies Act, 1956" separately.
"RESOLVED THAT pursuant to provisions of section 31 and other applicable provisions, if any, of the Companies Act, 1956, and further subject to any other laws and regulations, as may be applicable, existing Article __ (no. of the article)of the Articles of Association of the company be substituted by the following new Article __ (no. of the article):
__ (no. of the article). The Authorised Share Capital of the company is Rs.xxxx (figure) (In words) divided into XXXXX (figure)(In words)Equity shares of Rs._/- each, with the rights, privileges and conditions attaching thereto as are provided by the Articles of Association of the company with power to increase and reduce the capital of the company and divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the company for the time being and to vary, modify, amalgamate or abrogate any such rights, privileges or conditions in such manners as may be permitted by the Companies Act, 1956 or provided by the Articles of Association of the company for the time being."
In addition to this, You need to give an "Explanatory statement and reasons for the Proposed resolution accompanying the notice dated ___ pursuant to section 173(2) read with section 192A (2) of the Companies Act, 1956" separately.
Message likes :
1 times
29 April 2009
For increase in authorised capital under section-94 no special resolution is not required. Only Ordinary Resolution is sufficient because section-94 does not require SR.
In auth. capital increase process a Special resolution is required only if due to increase you have to amend Articles.
If you mention in your articles "Authorised Capital of the company is same as stated in Memorandum of Association of the company" then you don't need to amend your articles again & again on every increase of Authorised Capital.
Best Regards
In auth. capital increase process a Special resolution is required only if due to increase you have to amend Articles.
If you mention in your articles "Authorised Capital of the company is same as stated in Memorandum of Association of the company" then you don't need to amend your articles again & again on every increase of Authorised Capital.
Best Regards
Message likes :
1 times
You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now
Click here to login now
Similar Resolved Queries
Unanswered Queries
- Is this income indian or foreign income?
- ITC temporary reversal and reclaim
- GST on export of services and Input Credit
- RCM applicability on Rent Paid by Registered Person to Unregistered Landlord for Residental Building
- Inventory of finished goods
- Applicable TDS rate for sale of property in Nov 2024
- Tds on building rent monthly
- GST ON EXPORT COMMISSION
- Should I report my US salary for January, February, March in Schedule FA?
- RCM INVOICING FROM NOV-2024
- Sale of property furniture sale
- Confusion around Form 26QB fields
- Adjustment entry in the case of Individual and HUF on 31st March
- Stock difference tax applicable on composite rate or normal rate
- LAST YEAR 2022-23 ITC IN NEXT YEAR 2023-24 REPORITNG IN GSTR-9
- MIS MATCH OF INVOICE NUMBER
- IGST Credit-Show cause notice issued-confusion
- Issue of gst e invoice
- How to adjusted advances given or receipt
- Foreign vendor without PAN unable to to register due to non receipt of OTP on foreign number ?
Trending Online Classes
CAclubindia
