Change In Authorized Capital

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Change In Authorized Capital – Classic Partners LLP

Classic Partner – ROC Compliance & Advisory Services

What is Change In Authorized Capital ?

Authorized Capital is the maximum share capital a company is permitted to issue as mentioned in its Memorandum of Association (MOA). If a company plans to issue more shares to raise funds, it must first increase its authorized share capital by altering its MOA and filing with the Registrar of Companies (ROC).

Procedure for Change in Authorized Capital

  1. Board Meeting

    • Convene a meeting of the Board of Directors.

    • Approve the proposal to increase authorized capital.

    • Call for an Extraordinary General Meeting (EGM) of shareholders.

  2. Extraordinary General Meeting (EGM)

    • Pass an Ordinary Resolution to approve the increase.

    • Alter the Capital Clause in the MOA accordingly.

  3. ROC Filings

    • File Form SH-7 with MCA within 30 days of passing the resolution.

    • Attach certified copies of Board Resolution, EGM Resolution, and altered MOA.

  4. Issuance of Updated Certificate

    • ROC verifies the documents and issues a certificate confirming the increased authorized capital.

Documents Required

  • Board Resolution

  • Notice of EGM & Explanatory Statement

  • Ordinary Resolution passed in EGM

  • Altered copy of MOA

  • Digital Signature Certificates (DSC) of Directors

Important Points

  • Authorized Capital must be increased before issuing new shares.

  • Stamp duty is payable on increase of authorized capital (varies from state to state).

  • Annual filing forms (AOC-4, MGT-7) must reflect the revised capital.

Why Choose Classic Partner?

  • Expert handling of ROC procedures & MCA filings

  • Drafting of resolutions, MOA alterations, and documentation support

  • Quick execution with compliance accuracy

  • Guidance on fund-raising and capital structuring

Need to increase your company’s authorized capital for expansion or fundraising?
Classic Partner ensures a smooth process with end-to-end ROC compliance.

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