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Hi, wanted to increase my paidup capital, kindly guide me with all the procedures and forms needed.

Avatar 37a3bd7bc7328f0ead2c0f6f635dddf60615e676e6b4ddf964144012e529de45 Meenakshi Mishra asked about 3 years ago

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3 Answers
Open uri20170510 32134 1ue0f38?1494421710 rohit agarwal answered about 3 years ago

Procedure for Increase in Authorise Capital under Companies Act, 2013 Under Companies Act, 2013, the process of Increase in Authorise Capital is governed by Section 61 read with section 13 and 64 of Companies Act, 2013. Procedure in this regard is given below: ------------------------------------------------------------------------ **Procedure for Increase in Authorize share Capital** 1. Authorisation in Article is must for Increase: For Increase in Authorise Share Capital, the company has to make sure that its Articles of Association contain a provision authorising it to increase its authorized share capital. Reason being Section 61 of the Companies Act, 2013, mandates that for increasing the Authorised share capital, authorization in Articles of Association is a pre-condition. In other words Company has to make sure that its Articles of Association contain a provision authorising it to increase its authorised share capital. So first check whether there is enabling provision in the Articles of Association regarding increase in authorised share capital. If there is no such provision then the company has to take steps for alteration of its Articles of Association in accordance with the provision of Section 14 of the Companies Act, 2013, so as to insert the clause enabling increase in the Authorised share capital of the Company. 2. Calling of Board Meeting: Issue notice in accordance with the provisions of section 173(3) of the Companies Act, 2013, for convening a meeting of the Board of Directors. Main agenda for this Board meeting would be: a. To Get in-principal approval of Directors for Increase in authorised share Capital; b. Fix date, time and place for holding Extra-ordinary General meeting (EGM) to get approval of shareholders, by way of Ordinary Resolution, for amendment in authorised share Capital clause of Memorandum of Association. This amendment in authorised share Capital clause of Memorandum of Association shall be in accordance with the requirement of section 61 of the Companies Act, 2013; c. To approve notice of EGM along with Agenda and Explanatory Statement to be annexed to the notice of General Meeting as per section 102(1) of the Companies Act, 2013; d. To authorise the Director or Company Secretary to issue Notice of the Extra-ordinary General meeting (EGM) as approved by the board under clause 2(c) mentioned above. 3. Issue Notice of the Extra-ordinary General meeting (EGM) to all Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013; 4. Holding of General Meeting: Hold the Extra-ordinary General meeting (EGM) on due date and pass the necessary Ordinary Resolution under section 61(1)(a) of the Companies Act, 2013, for increase in authorize share capital of the Company. 5. ROC Form filing: File form SH-7 within 30 days of passing of Ordinary Resolution with the concerned Registrar of Companies, with prescribed fees and along with following attachments as desired by section 64: a. Notice of EGM; b. Certified True copy of Ordinary Resolution; c. Altered Memorandum of Association. 6. Concerned Registrar of Companies (ROC) will check the E-forms and attached documents and will approve the increase in authorize share capital. Notice to be given to Registrar for alteration of share capital. As per section 64 of the Companies Act, 2013, where a company alters its share capital for increase in authorised share capital in accordance with sub-section (1) of section 61, the company shall file a notice in the prescribed form with the Registrar within a period of thirty days of such increase along with a copy of altered Memorandum. No need to pass Special Resolution for increase in authorised share capital Some professionals are of the view that for increase in authorised share capital Special Resolution is to be passed, since amendment in Memorandum of Association can be done by way of passing Special Resolution under section 13 of the Companies Act, 2013. Kindly appreciate amendment in Memorandum of Association by way of passing Special Resolution is required only when there is a change in particular clause of MOA like alteration in name clause or alteration in registered office clause, as envisaged in Section 13. Amendment in capital clause of Memorandum of Association for the purpose of increase in authorised share capital is exclusively governed by Section 61of the Companies Act, 2013 and section 61 is silent about the nature of shareholders’ resolution. So in the above scenario an Ordinary Resolution would be enough for increase in authorised share capital.

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Open uri20170510 32134 ng4pv?1494421709 SONIYA answered about 3 years ago

**Company can increase paid up capital** only upto the level of authorized capital. Procedure for increasing paid up capital is in any of the following manner: • Rights or Bonus Issue • Private placement **Company has to file form PAS - 3 with roc within 30 days of allotment of shares for increasing the paid up capital** **Attachment to PAS - 3 used for increasing the paid up capital is** 1. List of allottees. 2. Boards Resolution 3. Valuation Report from the valuer 4. a copy of the special resolution authorizing the issue of bonus shares 5.Complete record of private placement offers and acceptances in form PAS - 5 **BOARD RESOLUTON FOR INCREASING PAID UP CAPITAL** EXTRACT FROM THE MEETING OF THE BOARD OF DIRECTORS OF ……………PRIVATE LIMITED HELD ON ……………… AT REGISTERED OFFICE OF THE COMPANY AT ………………………………. ALLOTMENT OF EQUITY SHARES “RESOLVED THAT …………… Equity Shares @ Rs ………../- each at Premium of Rs………/- each be and are hereby issued and allotted as per the following details: **SR.No. Name of Allottee No. of Share Allotted Nominal Value per Share Premium per Share Total shares** RESOLVED FURTHER THAT share certificate in respect of the above allotment be issued under the signatures of and common seal of the Company be affixed thereto in the presence of any one from the board of directors of the company as prescribed in the Articles of the Association of the Company. RESOLVED FURTHER THAT any one from the board of directors of the company or ..................... of the company, be and are hereby authorized to do all such deeds, acts and things as may be necessary for giving effect to the above resolutions including communication with …………………… and any other relevant authorities for the same”. For ………………………… Private Limited (……………………….) Director

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Avatar 37a3bd7bc7328f0ead2c0f6f635dddf60615e676e6b4ddf964144012e529de45 vidya answered about 3 years ago

Procedure for Increase in Authorize share Capital 1. Authorisation in Article is must for Increase: ---------------------------------------------- . Company has to make sure that its Articles of Association contain a provision authorising it to increase its authorised share capital. If there is no such provision then the company has to take **steps for alteration of its Articles of Association** in accordance with the provision of Section 14 of the Companies Act, 2013, so as to insert the clause enabling increase in the Authorised share capital of the Company. 2. Calling of Board Meeting: ------------------------- Issue notice in accordance with the provisions of section 173(3) of the Companies Act, 2013, for convening a meeting of the Board of Directors. Main agenda for this Board meeting would be: a. To Get in-principal approval of Directors for Increase in authorised share Capital; b. Fix date, time and place for holding Extra-ordinary General meeting (EGM) to get approval of shareholders, by way of Ordinary Resolution, for amendment in authorised share Capital clause of Memorandum of Association. This amendment in authorised share Capital clause of Memorandum of Association shall be in accordance with the requirement of section 61 of the Companies Act, 2013; c. To approve notice of EGM along with Agenda and Explanatory Statement to be annexed to the notice of General Meeting as per section 102(1) of the Companies Act, 2013; d. To authorise the Director or Company Secretary to issue Notice of the Extra-ordinary General meeting (EGM) as approved by the board under clause 2(c) mentioned above. 3. Issue Notice of the Extra-ordinary General meeting (EGM) to all Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013; 4. Holding of General Meeting: --------------------------- Hold the Extra-ordinary General meeting (EGM) on due date and pass the necessary Ordinary Resolution under section 61(1)(a) of the Companies Act, 2013, for increase in authorize share capital of the Company. 5. ROC Form filing --------------- : File form SH-7 within 30 days of passing of Ordinary Resolution with the concerned Registrar of Companies, with prescribed fees and along with following attachments as desired by section 64: a. Notice of EGM; b. Certified True copy of Ordinary Resolution; c. Altered Memorandum of Association. 6. Concerned Registrar of Companies (ROC) will check the E-forms and attached documents and will approve the increase in authorize share capital. Notice to be given to Registrar for alteration of share capital . No need to pass Special Resolution for increase in authorised share capital - **Ordinary Resolution **is enough

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