Which resolution is needed to alter the capital clause?
If possible can someone give the refrence of the section in which it is written.
3 Replies
Vicky Ramrakhyani
(7 Points)
Replied 06 February 2018
by passing an ordinary resolution...provided authority to alter is given to it by its article of association
CS Smreti
(cs)
(641 Points)
Replied 07 February 2018
Refer section 61 of companies act 2013
Amendment in Memorandum of Association by way of passing Special Resolution is required only when there is a change in particular clause of MOA like alteration in name clause or alteration in registered office clause, as envisaged in Section 13.
Amendment in capital clause of Memorandum of Association for the purpose of increase in authorised share capital is exclusively governed by Section 61 of the Companies Act, 2013 and section 61 is silent about the nature of shareholders’ resolution. So in the above scenario an Ordinary Resolution would be enough.
Amendment in Memorandum of Association by way of passing Special Resolution is required only when there is a change in particular clause of MOA like alteration in name clause or alteration in registered office clause, as envisaged in Section 13.
Amendment in capital clause of Memorandum of Association for the purpose of increase in authorised share capital is exclusively governed by Section 61 of the Companies Act, 2013 and section 61 is silent about the nature of shareholders’ resolution. So in the above scenario an Ordinary Resolution would be enough.
Shrijay Sheth
(Co-Founder)
(2692 Points)
Replied 07 February 2018
The alteration of the capital clause of the company is regulated by section 13 read with section 61 of Companies Act, 2013. Section 13 prescribes passing of special resolution for change in capital of companies in manner provided under section 61 of the Act.
You may read the provisions of the Section 13 and Section 61 at https://ebook.mca.gov.in/default.aspx.
Feel free to contact expert at LegalWiz.in for any queries related to change in MoA and AoA of the company at 89806 85509 or support @ legalwiz.in. Visit https://www.legalwiz.in/increase-authorized-capital for more details.
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