Increase Authorised Share Capital: Board & Ordinary Resolution

In order to increase the authorised share capital, a company needs the approval of the board of directors and its members (shareholders).

Do refer to the relevant provisions of the Companies Act, 2013. Check here for the procedure for increase in authorised share capital.

Following are the templates of board resolution and ordinary resolution for increasing the authorised capital for your reference while drafting. Modify it suitably.

Board Meeting Resolution Format

#. To increase the Authorised Share Capital of the Company

“RESOLVED THAT pursuant to the provisions of Sections 13, 61, 64 and all other applicable provisions, if any, of the Companies Act, 2013, including any amendment thereto, subject to the approval of the members, the Authorised Share Capital of the company of Rs. 60,00,000 (Rupees Sixty Lakh only) divided into 6,00,000 (Six Lakh) equity shares of Rs. 10 (Rupees Ten) each be and is hereby increased to Rs. 90,00,000 (Rupees Ninety Lakh only) divided into 9,00,000 (Nine Lakh) equity shares of  Rs. 10 (Rupees Ten) each ranking pari passu with the existing shares of the company.

FURTHER RESOLVED THAT Ms. ...................., Managing Director and Mr. ...................., Company Secretary of the company be and is hereby severally authorised to sign and submit required form(s) and documents with the Registrar of Companies, ............. and any other authorities or institutions, as may be required and to do all such acts, deeds and things as may be necessary or incidental in this connection for giving effect to the foregoing resolution.”

General Meeting Resolution Format

Item No. ... - To increase the Authorised Share Capital of the Company

To consider and if thought fit, to pass, with or without modification, the following resolution(s) as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 61 and 64 of the Companies Act, 2013, rules made thereunder and any other applicable provisions, including any statutory amendments or re-enactment thereof for the time being in force, read with Article .... of the Articles of Association of the company, the consent of the members of the company be and is hereby accorded to increase the authorised share capital of the company from Rs. 60,00,000 (Rupees Sixty Lakh only) divided into 6,00,000 (Six Lakh) equity shares of Rs. 10 each to Rs. 90,00,000 (Rupees Ninety Lakh only) divided into 9,00,000 (Nine Lakh) equity shares of Rs. 10 each by creating additional 30,00,000 (Thirty Lakh) equity shares of Rs. 10 each ranking pari passu in all respects with the existing equity shares of the company.

FURTHER RESOLVED THAT pursuant to the provisions of Sections 13, 61 and 64 of the Companies Act, 2013, rules made thereunder and any other applicable provisions, including any statutory amendments or re-enactment thereof for the time being in force, the consent of the members of the company be and is hereby accorded for substituting Clause V of the Memorandum of Association of the company with the following clause:

 "V. The authorised share capital of the company is Rs. 90,00,000 (Rupees Ninety Lakh only) divided into 9,00,000 (Nine Lakh) equity shares of Rs. 10 (Rupees Ten only) each."

FURTHER RESOLVED THAT any Director or Key Managerial Personnel of the company, be and is hereby severally authorised to sign and submit required form(s) and documents with the Registrar of Companies, ............. and any other authorities or institutions, as may be required and to do all such acts, deeds and things as may be necessary or incidental in this connection for giving effect to the foregoing resolutions.”

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No. ...

The company is in the process of raising funds to support its new projects in hand. In order to do this, fresh equity share capital has to be issued. Such issue of new shares and thereby increase of the paid up share capital may exceed the limit of the existing authorised share capital.

Hence, it is proposed to increase the existing authorised share capital from Rs. 60 lakh to Rs. 90 lakh, by addition of Rs. 30 lakh share capital. The nominal value of each equity share is Rs. 10.

The Board of Directors in its meeting held on (Date) has approved the increase in the authorised share capital and for alteration of memorandum as required under sections 13, 61 and 64 of the Companies Act, 2013.

The approval of members of the company by way of an ordinary resolution is also necessary for this purpose as per the aforesaid provisions. Therefore, the board hereby seeks the approval of the members for increase in the authorised share capital as per the details given in the resolution as set out in Item No. ... of the accompanying notice of ...th extraordinary/annual general meeting.

None of directors, key managerial personnel of the company and their respective relatives are, in any way, concerned or interested in the resolution as set out in Item No. ..., except to the extent of their shareholding in the company, if any.

The Board commends the resolution as set out in Item No. ... to be passed by the members of the company as an ordinary resolution.