INCREASE OF AUTHORISED SHARE CAPITAL

Increase Of Authorised Share Capital

A private company's authorised capital specifies the maximum number of shares it may sell. There is no minimum capital required as per the new Companies Act of 2013. To issue new shares or to raise the authorised capital, the capital clause of the Memorandum of Association is amended by passing an ordinary resolution by the board.

1
AOA Allows

Check if the company's AOA allows it to raise its authorised capital. If the AOA is not authorised, you must pass a special resolution to amend it.

2
Board Meeting

Hold a board meeting and pass a resolution to increase the authorised capital of the company and decide the day, date, time, and place for the extraordinary general meeting. Provide notice to all members / shareholders, directors, and auditors of the company, stating the meeting's day, date, time, place, and agenda.

3
Shareholder Approval

Convene, hold, and conduct an EGM on the designated date, place, and time, and pass a resolution seeking shareholder approval. If any forms are needed, they must be submitted within a certain time frame.

4
Memorandum of Association

Alter the company's Memorandum of Association to raise the authorised share capital.

5
Passing The Shareholders

Within 30 days of passing the shareholders' resolution, file form SH-7 with the registrar of companies. If the resolution is passed as a special resolution, you must also file form MGT- 14 within 30 days of the resolution's passage.

Documents Required for Increase Of Authorised Share Capital

As a proof of Identity:

  • Digital signature certificate:  A copy of a DSC from any authorised director of the company.
  • Memorandum of Association:  A copy of the modified or latest version of the MOA.
  • Articles of Association:  A copy of the modified or latest version of the AOA.
  • Certificate of incorporation:  A copy of the company’s incorporation certificate.
  • PAN card:  A copy of the company’s PAN card.
Q. In which clause of the MOA the authorized share capital is mentioned?
The authorized share capital of the Company is mentioned in Clause V of the MOA.
Q. Which forms are required for increasing the authorized share capital of the Company?
Form MGT 14 and SH 7 are required to be filed with the Registrar within 30 days from the date of passing the resolution for the increase in authorized share capital.
Q. When should the authorized share capital increase?
A company is required to increase the authorized share capital before issuing the new equity shares and increasing the paid-up capital. The Authorised share capital is the total value of the shares a company can issue.
Q. What is the minimum authorized shared capital?
Private Limited Companies are required to have a minimum authorized share capital of Rs.1 lakh and Rs.5 lakh for public limited companies.
Q. Is it necessary to conduct a board meeting for increasing the authorized share capital?
Yes, it is necessary to increase the authorized share capital of the company.

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