Increase in share capital present procedures and forms
This query is : Resolved
01 March 2017
As per section 61 of the companies act 2013 , first of all check the articles of association of Company that weather there is provision in increase in share capital, if not article shall be amended by passing SR .
Hold Board meeting to decide the increase in authorized share capital of the Company
Hold the general meeting and pass the special resolution for the same
File with roc a copy of special resolution in form MGT 14 ALONG WITH ALTERED COPY OF MOA AND AOA
FILE FORM SH 7 WITH ROC WITHIN 30 DAYS OF PASSING SR.
Hold Board meeting to decide the increase in authorized share capital of the Company
Hold the general meeting and pass the special resolution for the same
File with roc a copy of special resolution in form MGT 14 ALONG WITH ALTERED COPY OF MOA AND AOA
FILE FORM SH 7 WITH ROC WITHIN 30 DAYS OF PASSING SR.
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01 March 2017
CAN WE PAY STAMP DUTY FOR CHENNAI -ROC IN ONLINE MODE FOR INCREASING THE SHARE CAPITAL
01 March 2017
yes , you can pay online
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02 March 2017
How to make altered copy of MOA whether in the old MOA change in capital clause alone has to be pasted and signed by all directors or separate altered MOA has to be framed and attached with original MOA
01 August 2024
When a company alters the Memorandum of Association (MOA), particularly for changes like increasing the share capital, specific procedures must be followed to ensure compliance with the Companies Act, 2013. Here’s a step-by-step guide on how to handle the altered MOA:
### **Procedure for Altering the MOA**
1. **Draft the Altered MOA:**
- **Prepare the Altered MOA:**
- Create a new MOA incorporating the changes. For example, if the only change is in the capital clause, draft a new MOA with the updated capital clause included. The new MOA should include the revised Clause V (capital clause) reflecting the changes.
2. **Approval of the Altered MOA:**
- **Board Meeting:**
- Pass a resolution in the Board meeting approving the alteration of the MOA.
- **Shareholders’ Approval:**
- Obtain shareholders’ approval by passing a special resolution at a General Meeting (AGM or EGM), if required. The special resolution should state that the MOA is being altered and should detail the changes.
3. **Filing with Registrar of Companies (ROC):**
- **Form MGT-14:**
- File Form MGT-14 with the ROC to notify the alteration of the MOA. This form must be filed within 30 days of passing the special resolution.
- **Attachments to Form MGT-14:**
- Attach a copy of the altered MOA along with Form MGT-14. Ensure the altered MOA reflects all the changes approved by the shareholders.
4. **Signature and Attestation:**
- **Signatures:**
- The altered MOA should be signed by all the directors and any other required officers, as per the Companies Act, 2013.
- **Attachment to Original MOA:**
- Do not simply paste the altered capital clause onto the old MOA. Instead, prepare a comprehensive altered MOA document that replaces the relevant clauses of the original MOA. The entire revised MOA should be submitted.
5. **Maintain Records:**
- **Updated MOA:**
- Keep the updated MOA as part of the company's records. This includes storing the altered MOA along with the original MOA in the company's statutory books.
6. **Certificate of Registration:**
- After processing, the ROC will issue a certificate of registration of the alteration. This certificate should be kept as evidence of the change in the MOA.
### **Summary**
- **Prepare a comprehensive altered MOA** incorporating the changes.
- **Obtain necessary approvals** from the Board and shareholders.
- **File the altered MOA** along with Form MGT-14 with the ROC.
- **Do not simply paste changes** onto the old MOA; prepare and file a new altered MOA document.
By following these steps, you ensure that the alteration of the MOA is done in compliance with the legal requirements and maintains the integrity of the company’s records.
### **Procedure for Altering the MOA**
1. **Draft the Altered MOA:**
- **Prepare the Altered MOA:**
- Create a new MOA incorporating the changes. For example, if the only change is in the capital clause, draft a new MOA with the updated capital clause included. The new MOA should include the revised Clause V (capital clause) reflecting the changes.
2. **Approval of the Altered MOA:**
- **Board Meeting:**
- Pass a resolution in the Board meeting approving the alteration of the MOA.
- **Shareholders’ Approval:**
- Obtain shareholders’ approval by passing a special resolution at a General Meeting (AGM or EGM), if required. The special resolution should state that the MOA is being altered and should detail the changes.
3. **Filing with Registrar of Companies (ROC):**
- **Form MGT-14:**
- File Form MGT-14 with the ROC to notify the alteration of the MOA. This form must be filed within 30 days of passing the special resolution.
- **Attachments to Form MGT-14:**
- Attach a copy of the altered MOA along with Form MGT-14. Ensure the altered MOA reflects all the changes approved by the shareholders.
4. **Signature and Attestation:**
- **Signatures:**
- The altered MOA should be signed by all the directors and any other required officers, as per the Companies Act, 2013.
- **Attachment to Original MOA:**
- Do not simply paste the altered capital clause onto the old MOA. Instead, prepare a comprehensive altered MOA document that replaces the relevant clauses of the original MOA. The entire revised MOA should be submitted.
5. **Maintain Records:**
- **Updated MOA:**
- Keep the updated MOA as part of the company's records. This includes storing the altered MOA along with the original MOA in the company's statutory books.
6. **Certificate of Registration:**
- After processing, the ROC will issue a certificate of registration of the alteration. This certificate should be kept as evidence of the change in the MOA.
### **Summary**
- **Prepare a comprehensive altered MOA** incorporating the changes.
- **Obtain necessary approvals** from the Board and shareholders.
- **File the altered MOA** along with Form MGT-14 with the ROC.
- **Do not simply paste changes** onto the old MOA; prepare and file a new altered MOA document.
By following these steps, you ensure that the alteration of the MOA is done in compliance with the legal requirements and maintains the integrity of the company’s records.
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