our company wants to increase the authorized capital, as per our MOA it says that "power to increase or reduce the capital as may be determined by the company in general meetings from time to time." my query is whether special resolution is required or not to increase the authorized capital.
Please check what your capital clause of AOA said.If AOA mentioned the amount of authorised capital, then you will change the AOA along with MOA by Special Resolution.
Generally the authorised capital are increased by ordinary resolution.
16 March 2013
Procedure for increase in authorised capital of the company
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.
then i have to go for a special resolution know, if i do alteration of AOA along with MOA could i change other clause also if required along with share capital clause. kindly guide me. thanks
16 March 2013
Dear Do one thing pass an special resolution to alter AOA which contain that Capital Clause of AOA will be as per the capital clause of MOA and than during the lifetime of company you only need to pass an ordinary resolution to alter capital clause of MOA for increase in authorised capital and than you need not to alter AOA so, not required to pass special resolution
20 March 2013
hi in altered AOA and MOA it is necessary to have manually written of the last page, name and address etc., as like when we do at incorporation. with regards
20 March 2013
Hi expert, i am not understanding, see we have altered the capital clause in AOA and MOA by passing a special resolution for the increased capital. now while altering AOA and MOA we have to get the name, address signatures know from director in the last page know????? otherwise how we have to alter the AOA and MOA, kindly guide me,
1. You will alter Clause V of MOA by inserting new capital detail on this page you only change the capital rest will be sam. It can be done only by pasing Ordinary Resolution.
In that case you will certified following Page: 1. Front Page of MOA 2. COI 3. First Page of MOA 4. Changed Page of MOA, and 5. last page of MOA.
Noe, if Share Capital clause of AOA is also required to be change, then Change that paragraph acordingly by passing Special Resolution accoringly.
You will certified the following page: 1. First page of AOA 2. Altered page 3. Last page of AOA.
CAclubindia
