How to increase authorised capital in unlisted company?
Case I – Articles of Association does not authorize for increase in Share Capital
In this case we need to first alter AOA. It can be done by passing a special resolution in an Extra – Ordinary General Meeting. Form MGT-14 is required to be filed.
Case II – Articles of Association authorize for increase in Share Capital
In this case their is no need to alter AOA. Hence Ordinary resolution will be enough for increasing authorised capital. In this case MGT-14 is also not required to be filed
Procedure:
-Issue Notice at least seven days before for calling Board Meeting.
-Convene Board Meeting for approval of the Directors for increase in authorized share capital, alteration of memorandum of association, to fix the date of EOGM for increase in authorized share capital and 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.
Issue notice in writing at least 21 days before the fixed date of EOGM along with explanatory statement for Holding EOGM and increasing share capital.
-File Form SH-7 (along with Notice of EOGM, Ordinary Resolution passed in EOGM and Altered MOA) with the Registrar within a period of thirty days of such alteration.
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