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Procedure to increase Authorised share capital of a pvt. co.

CA. VIVEK (CHARTERED ACCOUNTANT) (32 Points)

26 August 2009

Please guide me on the following questions:

1. Is pvt. ltd. co. required to file Form no. 23. & if yes then within what period?

2. What is a time period to file Form no. 5 in cases-

i) Form no. 23 is filed

ii)Form no. 23 is not filed

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10 Replies

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 26 August 2009

Dear Vivek,

Yes private company is also required to file form 23 in case of every resolution mentioned under section 192.

In case of increase in Authorised Capital under sectino 94, form 5 must be filled within 30 days of the date of Resolution.

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khushboo (CS) (234 Points)
Replied 26 August 2009

Dear Friend

As Increase in Authorised Share Capital is passed in EGM as Ordinary Resolution

so filing of Form 23 is not necessary required.

u can file Form 5 directly within 30 days of passing such resolution in EGM.

Ekta (Practicing CS) (423 Points)
Replied 27 August 2009

yah khushboo.. To increase authorised share capital, ordinary resolution is required to pass but to alter memorandum clause V i.e. capital clause, special resolution is required to be passed and that's y Form-23 is required to be filed within 30 days from the date on resolution passed i.e EGM/ AGM date.

Ajay Mishra (Company Secretary) (74342 Points)
Replied 27 August 2009

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. Send Form-5 with concerned Treasurar for the stamping of the concerned if required by that State.

6. This stamped form attached with the Form-5 filed with concerned ROC along with altered MOA and AOA.

7. File physically MOA along with stamped form-5 with concerned ROC.

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 passing a 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.

Regards

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Ajay Mishra (Company Secretary) (74342 Points)
Replied 27 August 2009

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ARUN KUMAR MAITRA (Practicing Company Secretary) (1016 Points)
Replied 30 August 2012

While filing form V for increase in Authorised Capital, is it necessary to attach a complete set of MoA along with the amendment or an extract of the amended clause will serve the purpose? Is it necessary to file form 23 only for changing the said clause,if there is no need to alter the AoA?

CA Kedar Sakhardande (Proprietor) (942 Points)
Replied 31 August 2012

Hello

yes full set of altered MOA is required to be attched with Form 5

Form 23 is required to be filed if there is a special resolution in EGM increasing the authorised capital

If it is ordinary resolution, Form No 23 is not required (rather if you are not amending AOA then you need not pass special resolution and Form No 23 is not required)

regards