No need to pass Special Resolution for increase in authorised share capital . In order to reflect the increase authorised share capital of the Company, and in order to conform to the requirements of the Companies Act, 2013, Clause V of the Memorandum of Association of the Company must be amended. A draft of the amended Memorandum of Association with the following Clause V was tabled for discussion: “V. Increase Authorised Share Capital: Board & Ordinary Resolution. 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. As per the provisions of Section 61(1)(a) of the Companies Act, 2013 a limited company having a share capital may, if so authorised by its articles, alter its memorandum in its general meeting to increase its authorised share capital by such amount as it thinks expedient. Penalty for not reporting to the Registrar: The penalty under the old act for not reporting about the change of capital to the registrar was Rs. The term “Authorised Capital” or “Nominal Capital” has been defined under Section 2(8) of the Companies Act, 2013 means such capital as is authorised by the memorandum of a company to be the maximum amount of share capital of the company. 1000 per day till … “RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the rules framed there under, the consent of the members of the Company be and is hereby accorded to increase the Authorised Share Capital of the Company from existing Rs. Under Companies Act, 2013, the process of Increase in Authorize Capital is governed by Section 61 read with Section-13 and 64 of Companies Act, 2013. 500 per day till the default continues but under the Companies Act, 2013 the penalty shall not be less than Rs. Do refer to the relevant provisions of the Companies Act, 2013. In order to increase the authorised share capital, a company needs the approval of the board of directors and its members (shareholders). All clauses of Memorandum except Capital clause can be altered by following the provisions of Section 13 of Companies Act, 2013 by passing special resolution. Please appreciate that the special resolution for change in Memorandum of Association is mainly required in case of change of name and change of registered office as governed by section 13 of the Companies Act, 2013. Procedure for Increase in the Authorised Share Capital (In Case of Private Limited Company) As per section 61 of the Companies act, 2013 a limited company having a share capital may, by passing an ordinary resolution in a general meeting, alter the capital clause of its Memorandum of Association; provided authority to alter is given to it by its Articles of Associations. Section 114 of the Companies Act, 2013 defines an Ordinary and Special Resolutions. Check here for the procedure for increase in authorised share capital. RESOLVED FURTHER THAT pursuant to the provisions of Section 13 and all other applicable provisions of the Companies Act, 2013 and the relevant rules framed thereunder, the Capital Clause (Clause V) of the Memorandum of Association of the Company is substituted with the following Clause V. The Authorized Share Capital of the Company is Rs.

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