Private limited company

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

12 June 2010 Directors are admitted what forms to be submitted to ROC and attachments (DIN 2) to be made and fee to be paid.

Is it necessary to furnish consent letter to the ROC and format thereof.

Increase in authorised share capital, what are the steps to be taken and forms to be filed with RoC.

Is it necessary to Register DIN of the newly admitted directors.

What are the procedure to be followed for creation of charge and forms to be filed to ROC.

Pl clarify.

CA. B.SRINIVASULU

CA. B.SRINIVASULU (Expert)
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13 June 2010 When directors are admitted you have to file form 32. For creation of chargesd form 8. Din need not be registered for newly admitted directors as in form 32 you cannot file without proper din. Consent letters you have to attach with form 32.

Querist : Anonymous

Querist : Anonymous (Querist)

13 June 2010 Thank you Sir, please attach format of consent letter if you have.

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Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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13 June 2010 Private limited company's need not file consent letter as an attachment to e-form 32.

Querist : Anonymous

Querist : Anonymous (Querist)

19 June 2010 Thank you,

what are the forms and steps to be taken for increase in authorised capital of a company.

whether share allotment details to be filed with RoC by a private limited co.,

Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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10 August 2024 Increasing the authorized capital of a company typically involves a few formal steps and requires compliance with legal and regulatory requirements. Here’s a general outline of the process, particularly focusing on a private limited company under the Companies Act, 2013 in India:

### Steps to Increase Authorized Capital:

1. **Board Meeting**:
- **Call a Board Meeting**: The first step is to convene a board meeting to discuss and approve the proposal to increase the authorized capital.
- **Pass a Resolution**: The board should pass a resolution approving the proposal to increase the authorized capital and authorize the drafting of necessary documents.

2. **Shareholders' Approval**:
- **General Meeting**: The proposal must be approved by the shareholders in a general meeting. This typically requires passing a special resolution.
- **Special Resolution**: The special resolution needs to be filed with the Registrar of Companies (RoC) in the prescribed format.

3. **Amendment to the Memorandum of Association (MoA)**:
- **Draft Amendment**: The MoA needs to be amended to reflect the new authorized capital.
- **File with RoC**: File the amended MoA with the RoC using Form MGT-14 within 30 days of passing the special resolution.

4. **Payment of Stamp Duty**:
- Ensure that the necessary stamp duty is paid on the amendment of the MoA. This varies by jurisdiction.

5. **Updated Share Capital Structure**:
- **Share Allotment**: If the increase in authorized capital involves issuing new shares, you will need to allot these shares according to the procedure.
- **File Share Allotment Details**: The details of the share allotment need to be filed with the RoC. This is typically done using Form PAS-3.

6. **Updated Documents**:
- **Updated MoA and Articles of Association (AoA)**: Ensure that both documents are updated to reflect the increased capital.
- **File Annual Return**: Update your annual return to reflect the increased capital.

### Filing Requirements:

- **Form MGT-14**: To be filed with the RoC for the special resolution passed to increase the authorized capital.
- **Form PAS-3**: To be filed for the allotment of shares if new shares are issued as part of the increase in authorized capital.
- **Form SH-7**: If there’s a change in the authorized capital, this form must be filed with the RoC to update the share capital structure.

### Important Points:

- **Compliance**: Ensure compliance with all relevant provisions of the Companies Act, 2013 and any other applicable regulations.
- **Timelines**: Adhere to the timelines for filing documents to avoid penalties or legal complications.

If your company is listed, there will be additional regulatory requirements from stock exchanges and the Securities and Exchange Board of India (SEBI) to consider.

Consulting with a company secretary or legal professional can be very helpful to ensure all steps are correctly followed and all legal requirements are met.