INCREASE IN AUTHORISED CAPITAL

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!

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.
 

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

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?

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, very well answered.

Thank you so much. Appreciation from experts like you matters a lot.