Do you wish to increase the authorized share capital of your company
1. Consult the Articles of Association (AOA) of your company to see whether they authorize. The company to increase the share capital. If it does not authorize complete proceedings to alter them accordingly.
Increase the authorized share capital
2.If your company is not a Company limited by shares. Your company wishes to increase the number of its members beyond the registered numbers. The same registration is followed to register a private limited company.
3. Convene a board meeting after issuing not less than seventy days. The notice to every director of the Company at his address registered with the Company as per Section 173(3) of the 2013 Act. Decide about the increase and to fix up the date, time, place and agenda for convening a general meeting. To pass an Ordinary Resolution/ (or Special Resolution, if so required by the Articles) for the same registration.
4. Beware that every officer of the Company whose duty is to give notice of the Board Meeting as aforesaid. They have a fine of Twenty- Five Thousand rupees (Rs.2S,000). If it is private limited company the amount is to be varied.
5. If the shares of your Company are listed with any of the recognized Stock Exchanges. Then immediately after the Board Meeting do the following:
(a) Intimate the concerned Stock Exchange within 15 minutes of the closure of the board meetings by email. Directly uploading on the website of the stock exchange short particulars of the increase of capital.
(b) Forward three copies of the notice and a copy of the proceedings of the general meeting to the stock exchange.
6. Issue notices in writing or through electronic mode in the manner prescribed. Unless rule 18(1) and 18(2) of the Companies (Management and Administration) Rules, 2014 not less than clear twenty-one days.
7. Ensure that, if your Company is listed or is a Company having not less than 1,000 shareholders. Your new Company shall also provide its members facility to vote at General Meetings by electronic means.
8. Beware that every promoter, Director, Manager or other. Key Managerial personnel who is in default of sending the notice.They have to pay a fine which may extend to fifty thousand rupees (R50,000). If the private limited company or public limited company directors, managers have also pay for their fines.The amount is to forms five times of benefit accruing to the promoter, Director, Manager or other key managerial personnel or any of his relatives, whichever is more.
9. The general meeting is to be hold. Pass the common declaration by simple majority or special declaration,“ by three fourths majority as required.
10. If the resolution passed is a Special Resolution. File the same with explanatory statement with the concerned ROC in Form No. MGT-148 within thirty days. After paying the requisite fee prescribed under Rule 12 of the Companies (Registration Offices and Fees) Rules, 2014. Such additional fees as specified and within the time specified under the section 403 of the 2013 act.
11. Ensure that the said Form is filed electronically. The copy of the Special Resolution and the Explanatory Statement are filed with the said Form as attachments.
12. Ensure also that the registration Form is digitally signed by the Managing Director or Manager or Secretary of the Company duly authorized by the Board of Directors.
13. Further, ensure that the registration form is certified by a Chartered Accountant or a Cost Accountant or a Company Secretary in whole-time practice by digitally signing the registration form.
14. Remember that if default is made in complying with the aforesaid requirement of filing the Special Resolution before the expiry of the period specified under Section 403 of the 2013 Act with additional fee. The new company is has to pay a fine which shall not be less than five lakh rupees. But which may extend to twenty five lakh rupees.
15. File the notice of increase or decrease in share capital with the concerned ROCII in Form No.·SH-7 vide Rule 15 of the Companies (Share Capital and Debentures) Rules 2014 within thirty days along with an altered MOA.
16. Also ensures that the steps mentioned in Item Nos. 11, 12 and 13 above regarding filing of the Form No. SH-7 is duly followed. The private limited company may increase their members with the rules 15 of the act 2013.
17. See that the Form No. SH-7 is electronically filed. The copy of altered memorandum and Articles of Association of your Company are also filed with it as attachments. The public limited company are also have these rules of registrations.
18. Note that if default is made in complying with the aforesaid requirements for every registration company. Every officer of the Company who have to pay their fine. Which may extend to one thousand rupees for each day during which the default continues or five lakh rupees, whichever is less.
19. While filing the above notice, the registration fees 13 for the increased authorized share capital. It shall have to be paid either by way of Credit Card Debit Card (online), Net Banking or offline, through a challan generated from the MCA Website. Also deposited with certain registered bank branches in Chennai, Bangalore and Kochi.
20. The aforesaid amount payable will be the difference between the fees payable at the existing rate on the authorized capital before and after the increment, as calculated on the basis of Rule 12 of The Companies (Registration Offices and Fees) Rules, 2014.
21. Make necessary changes in every copy of the memorandum and Articles of Association and in all other papers and documents. The registration of your new documents is verified in Chennai (ROC).
22. Do not issue any copy of the Memorandum and Articles of Association without making the necessary changes makes for their registration. Because the company and every officer of the new company has a fine amount of Rs. 1000 for each copy so issued.
23. Copies of all notices sent to your shareholders with respect to amendments to be made in the MOA and AOA along with six copies of the amendments, one of which shall be registered, as soon as they are adopted by your new company in a General Meeting. It shall be sent to the stock exchanges where the shares of the company are listed for their registration.
24. Further, keep in mind that offenses mentioned in Item Nos. 4, 13, 17 and 21 are compoundable by the Tribunal16 or any officer authorized by the Central Government as the case may be under Section 441 of the 2013 Act (yet to be notified for their registration). In Chennai (ROC), the company shares are listed in the stock exchanges.