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Procedures ?

CA Seema Kochar (CHARTERED ACCOUNTANT) (636 Points)

24 February 2011

What is the detailed procedure of increasing Authorised Capital of Private Limited Company.

Also procedure of issuing shares for Consideration Other than Cash. ( consideration : Intangible Assets)

Thanks in Advance

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Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 24 February 2011

Procedure for increasing Authorised Share Capital of a private company:

1) Call for a Board Meeting and pass resolution for increase in the Authorised Share Capital of the Company. In the same meeting fix the date, time and venue for the EGM.

2) Issue notice of EGM giving 21 days prior notice

3) Conduct the EGM and pass the resolution. If it involves only MOA change, Oridinary Resolution is sufficient. If the increase in ASC involves AOA alteration, then Special Resolution needs to be passed.

4) If SR passed, the file Form 23 within 30 days.

5) File Form 5 for increase in Authorised Share Capital attaching the altered MOA / AOA by paying the necessary fees

6) Once the form is approved make correction in all copies of MOA / AOA

Procedure for issue of shares for consideration other than Cash:

1) Pass Board Resolution recording the fact that ........... shares having a face value of Rs.......... each be issued in lieu of ...............................assets worth Rs................. received by the Company.

2) In the same Board Meeting pass resolution for allotment of shares.

3) File Form 2 within 30 days of allotment attaching the list of allottess

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