Section 61 of the Companies Act of 2013 states that a limited company with a share capital may amend its memorandum of association's capital clause by passing an ordinary resolution at a general meeting, provided that the company's articles of incorporation permit such an amendment. Notice of modification must be delivered to the ROC in Form No. SH-7 within 30 days.
A PROCEDURE MUST BE FOLLOWED TO RAISE THE COMPANY'S AUTHORIZED SHARE CAPITAL:-
- Verify the company's articles of association:
- Check to see if there is a provision permitting the company to increase its authorized share capital in the articles of organization. In the absence of such a clause, the requisite steps must be taken to amend the Articles.
- Invite the Board of Directors to a meeting and pass the necessary board resolutions:
- Reviewing and approving an increase in the authorized share capital and a memorandum of association amendment, subject to the approval of shareholders at a general meeting.
- To decide on the date, time, and venue of the annual general meeting of the firm.
- The draught notice of the general meeting and the explanatory statement attached to it must be approved in accordance with Section 102 of the Companies Act of 2013.
- To authorize the Director or Company Secretary to execute and publish the notice of the general meeting and to take any other necessary procedures to implement the Board's decision.
- Organize a public gathering:-
- Any way of delivering written notice, including hand delivery, regular mail, express mail, registered mail, courier, fax, email, another electronic method, or a shorter manner, must do so at least clear 21 days before the meeting's actual date. Notice may be given for such a meeting in accordance with Section 101 with the consent of at least a majority in number and the right to vote is granted by 95% of the firm's paid-up share capital. The notification shall specify the business to be transacted at the meeting and shall specify the day, hour, and exact place of the meeting.
- Submitting the ROC with the Form SH-7
- Send the necessary paperwork to the Registrar within 30 days of the change, along with an E-Form SH-7 that includes a notice of the change in share capital and the required fee:
- Certified authentic copy of the Ordinary Resolution for Increase in Authorized Share Capital.
- Modified MOA copies.
- A copy of the updated AOA, if any.
- Consent to shorter notice, if appropriate.
- any other documentation that could be required.
- Payment of e-Stamp Duty:
- If applicable, pay the e-stamp duty on the increased authorized share capital amount using MCA Portal.
- Changes made to each copy of the Memorandum of Association and the Articles of Association:
- Each change made to the Company's Memorandum of Association and the Articles of Association must be noted in each copy of the documents.
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