Dear Sirs,
Can anyone plese tell me if an increase in 'Authorised Share Capital' of a Pvt. Ltd. Co. requires an Alteration to the Memorandum/Articles of Association
Please reply at the earliest
Thanks
7 Replies
Sumit Jaiswal
(Company Secretary)
(818 Points)
Replied 20 March 2011
Incease in Authorised Capital of a Pvt. Ltd. company would surely require alteration in the Capital Clause of the Memorandum of the company.
Whether Articles will be required to be altered or not depends upon the Clauses of the Articles.
If Articles specifically mentions the amount of Authorised Capital, it will required to be altered. But if the Articles contains a Clause like this or similar to this:
The Authorised Share Capital of the Company shall be such amount and be divided into such shares as may from time to time be provided under Clause V of the Memorandum of Association of the Company.
Then it won't require alteration.
If only Memorandum is to be altered, a ordinary resolution in the general meeting is required. If Articles requires alteration, a special resolution will be required.
Happy Holi!
Sumit Jaiswal
(Company Secretary)
(818 Points)
Replied 20 March 2011
One thing more:
Check whether your Articles of Association authorises the increase in the share capital. If not alter the AOA by passing Special Resolution.
Nitin Grover
(CS)
(1228 Points)
Replied 20 March 2011
Dear Ashok
yours question is not clear....
Every company needs to change their MOA but no need to change AOA always depends on companies previous articles.
Regards
CS Nitin Grover
+91-9582009494
Nishant
(Accounts Assistant)
(378 Points)
Replied 21 March 2011
Dear sirs,
Pl let me know if the Memorandum of Association, [which has been altered on account of 'increase in authorised capital' ], needs to be filed with the ROC?
If Yes then what is the procedure?
Sumit Jaiswal
(Company Secretary)
(818 Points)
Replied 21 March 2011
Yes, you will have to file the altered Memorandum of Association with ROC in Form 5. Such altered MOA should be signed with stamp at necessary places by the Director or CS of the company. Then it has to be scanned and attached with Form 5.
Sumit Jaiswal
(Company Secretary)
(818 Points)
Replied 22 March 2011
Thank you so much. Appreciation from experts like you matters a lot.
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