14 September 2012
Form 23 is required to be filed if special resolution is passed in the GM, otherwise not.
When Ordinary or Special Resolution is required?
Increase in the Authorized Share Capital of a company will require alteration in the Capital Clause of the Memorandum of the company. But the alteration may or may not be required in the Articles. If Articles specifically mentions the amount of Authorised Share Capital, it will required to be altered. But if the Articles contains a Clause as given below: "The Authorised Share Capital of the Company shall be such amount and be divided into such shares as may from time to time be provided under Clause V of the Memorandum of Association of the Company." and if Articles also authorizes such increase then articles will not require alteration and only a ordinary resolution will do the job.
In addition, if such increase also require change in Share Capital Clause under Article of Association, then Form-23 is required to be filed in addition of Form-5 under section 31 of the Companies Act, 1956.
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