Last updated: September 22nd, 2017 2:47 AM

Board Resolution for Increase in Authorised Share Capital

Authorised share capital is the amount of shares a company can issue to its shareholders. Most companies in India are incorporated with an authorised share capital of Rs.1 lakh or Rs.10 lakh. To increase the paid-up capital of a company, viz., issue more shares, the authorised capital of the company may have to be increased. The following board resolution format can be used for such increase in authorised share capital. Difference between authorised share capital and paid-up share capital.

Board Resolution Format for Increase in Authorised Share Capital

RESOLVED that pursuant to the provisions of section 61(1)(a) of the Companies Act, 2013, and other applicable provisions, if any, the authorised share capital of the company be and is hereby increased from Rs.<Current Authorised Share Capital> divided into <Present Number of Shares Issuable> of Rs.<Face Value> each to Rs.<Proposed Authorised Share Capital> divided into <Proposed Number of Shares Issuable> of Rs.<Face Value> each. RESOLVED FURTHER that the existing Clause V of the Memorandum of Association of the Company as to share capital be and is hereby deleted and in its place the following Clause V be substituted: The authorised share capital of the company is Rs.<Proposed Authorised Share Capital> divided into <Proposed Number of Shares Issuable> of Rs.<Face Value> each. RESOLVED that pursuant to the provisions of section 14 of the Companies Act, 2013, the existing Article <Article Number> of the Artiles of Association of the Company be and is hereby deleted and in its place the following Article <Article Number> be substituted therefor: The authorised share capital of the company is Rs.<Proposed Authorised Share Capital> divided into <Proposed Number of Shares Issuable> of Rs.<Face Value> each.

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Note: Before increasing the authorised capital, ensure that the Articles of Association of the Company permits an increase in the share capital of the company. If there is no provision, first alter the Articles of Association of the company by passing a Special Resolution. To increase authorised share capital, e-Form No. MGT-14 along with Explanatory Statement must be filed with ROC along with Government fee for the authorised capital increase.

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