Below is a detailed guide to the
process:
Check Articles of Association (AOA): Review the company's Articles of Association to
ensure compliance with any specific provisions regarding the increase of authorized
capital.
Convene Board Meeting: Convene a meeting of the Board of Directors to
propose the increase of authorized capital. Prepare and circulate the agenda
along with necessary documents to the board members in advance of the meeting.
Pass Board Resolution: During the board meeting, discuss and approve the
proposal for increasing the authorized capital. Pass a resolution by a majority
vote of the directors present and voting. Specify the details of the proposed
increase, including the amount of increase and any related matters.
Convene Shareholders' Meeting: Convene a general meeting of the shareholders to
obtain their approval for the increase of authorized capital. Serve written notice
to all shareholders, specifying the date, time, and agenda of the meeting,
along with any relevant documents.
Hold Shareholders' Meeting: During the shareholders' meeting, present the
proposal for increasing the authorized capital. Obtain approval from the
shareholders by passing a special resolution, which requires the affirmative
vote of shareholders representing at least 75% of the voting rights present and
voting.
File Form SH-7: Within 30 days of passing the special resolution,
file Form SH-7 with the Registrar of Companies (RoC) to intimate them about the
increase of authorized capital. Attach the necessary documents, including the
board resolution, shareholders' special resolution, and altered Memorandum of
Association (MoA). Pay the prescribed filing fee.
Amend Memorandum of Association (MoA): Amend the MoA of the company to reflect the increase
of authorized capital. Ensure compliance with the requirements of Section 13 of
the Companies Act, 2013, regarding alteration of MoA.
Update Other Records: Update other relevant records and documents,
including the Share Certificate, Register of Members, and any agreements or
contracts, to reflect the increase of authorized capital.
Compliance
with Disclosure Requirements: Ensure compliance with any additional disclosure
requirements applicable to the increase of authorized capital, such as those
related to related party transactions or disclosure in financial statements.
By
following these steps and adhering to the requirements of the Companies Act,
2013, a company can successfully increase its authorized capital. It's
essential to maintain proper documentation and ensure timely compliance with
all legal and regulatory obligations.
