Shareholders Resolution - Increase in Authorised Share Capital

In accordance with section 61(1)(a) of the Companies Act, 2013, a limited company having a share capital may, if so authorised by its articles, alter its memorandum in its general meeting to increase its authorised share capital by such amount as it thinks expedient.

Templates of resolutions for this purpose are as follows for your reference while drafting—

SAMPLE

#. To Increase the Authorised Share Capital of the Company

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

“RESOLVED THAT pursuant to the provisions of sections 61, 64 and other applicable provisions of the Companies Act 2013 ("the Act") read with relevant rules made thereunder, including statutory modifications or re-enactments thereof, enabling provisions of the Memorandum and Articles of Association of Example Private Limited ("the Company"), and other law, notifications and regulations as may be applicable, the Authorised Share Capital of the company be and is hereby increased from Rs. 50,00,000 (Rupees Fifty Lakhs Only) divided into 5,00,000 (Five Lakhs) equity shares of face value of Rs. 10 each to Rs. 70,00,000 (Rupees Seventy Lakhs Only) divided into 7,00,000 (Seven Lakhs) equity shares of face value of Rs. 10 each, by creation of 2,00,000 (Two Lakhs) equity shares of face value of Rs. 10 each ranking pari passu in all respects with the existing equity shares of the company.

RESOLVED FURTHER THAT the Managing Director and the Company Secretary of the company be and is hereby severally authorized to sign and submit necessary form with the Registrar of Companies (RoC, ..........) as may be required and to do all such acts, deeds and take necessary steps as may be necessary and incidental to give effect to the foregoing resolutions.”

#. To Amend the Memorandum of Association of the company

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution.

“RESOLVED THAT pursuant to sections 13, 61, 64 and other applicable provisions of the Companies Act, 2013, the consent of the members of the company be and is hereby accorded for substituting the existing Clause V of the Memorandum of Association of the company relating to Authorised Share Capital with the following new clause in its place:

 ‘V. The Authorised Share Capital of the company is Rs. 70,00,000/- (Rupees Seventy Lakhs Only) divided into 7,00,000 (Seven Lakhs) equity shares of Rs. 10 each with rights, privileges and conditions attached thereto as are provided by the regulations of the company for the time being. The company has power from time to time, to increase or reduce its share capital and to divide the shares in the original or increased or reduced capital for the time being into several classes and to divide and to attach thereto respectively such preferential rights and privileges and conditions, as may be determined by or in accordance with regulations of the company and to vary, modify or abrogate any such rights privileges or conditions in such manner as may be permitted by the Companies Act, 2013 and / or provided in the Articles of Association of the company, and to consolidate and / or sub-divide these shares and to issue shares of higher or lower denomination.’

RESOLVED FURTHER THAT the Managing Director and the Company Secretary of the company be and is hereby severally authorized to sign and submit necessary form with the Registrar of Companies (RoC, ..........) as may be required and to do all such acts, deeds and take necessary steps as may be necessary and incidental to give effect to the foregoing resolutions.”

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Relevant Resolution:

Board Resolution for Increase in Authorised Share Capital - Format Available Here

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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.