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increase authorised capital of private ltd

16 May 2008

hai friends

i am facing the following issues while increasing the authorised capital of private limited.

1. whether the explantory statement will apply to private limited ? - artilces of company cleary state that section 173 will no apply. is there any relationship 173 and explantory statement?

2. articles of the company cannot provides for increase of authorised capital but memorandum provides the increase will it suffecient to increase

3.for filing form 23 requires attachments of amended articles and memorandum - can i need to submit new and complete memeorandum or only the clause which amending

4. whether board resolution need to file with ROC?

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4 Replies

S.Srinivasaraghavan (Chief Financial Officer and Co) (11318 Points)
Replied 17 May 2008

1.If Articles specify, explanatory statement can be dispensed with.

2. Articles hav to be amended to provide for increase

3. Both the resolution as well as new articles have to be annexed

4.No need for filing of board resolution.

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(Guest)

hi,

we have a pvt.ltd. company, & we wish to shift our registered office from one state to another state. pl. send me the procedure for the same.

thanks

(Guest)

Hello Suresh,

1. As per Sec 170(1)(ii) , Section 173 Will be applicable on the private company unless otherwise provide. Your company has specifically excluded Sec173. So u need not to attach explanatory statement to the notice.

2. If articles of ur company are silent on increase in the authorized capital then it would be sufficient to pass a ordinary resolution because this is a power given by Sec 94 of the Act, and & as per section 9 of the Act it has overriding effect. If articles otherwise provide then it would be better to alter the articles as self defence. How ever Section 9 can overrule the articles. so u can proceed without altering the articles.

3. While filing from 5 ; whole of the MOA; and ;AOA is required with signature of the authorized director at the place where changes have been made i.e. capital clause.

4. Board resolution is not required. How ever copy of the resolution passed in the GM is required to be attached along with, proof of payment of the stamp duty

Thanks