Increase Authorised Share Capital

Authorized Share Capital – Overview

Authorized Share Capital, also known as Nominal or Registered Share Capital, refers to the maximum amount of capital that a company is authorized to issue to its shareholders. It is the total value of shares that the company can allocate and offer to its shareholders for subscription. The authorized share capital is specified in the company’s Memorandum of Association (MoA) during its incorporation and can be altered later through the approval of shareholders and regulatory authorities.

Having authorized share capital does not mean that the entire amount needs to be subscribed or paid upfront by the shareholders. It merely represents the upper limit of shares that the company can issue over time as it raises capital for its operations, expansion, or other business purposes.

Increasing the authorized share capital can be done to facilitate future fund-raising activities, accommodate business growth, or attract potential investors. However, it is essential to comply with the legal procedures and regulatory requirements when making changes to the authorized share capital to ensure transparency and adherence to company laws and regulations.

Packages for Authorized Share Capital Increase

At Fastlegal, we offer various packages to increase your authorized share capital:

• Increase of Capital: ₹[amount] + tax
• Issue of New Shares: ₹[amount] + tax

Note: Government fees and stamp duty depend on the authorized capital of the company.

Guidelines for Increase in Authorized Share Capital

The increase in authorized share capital involves certain guidelines and procedures that a company needs to follow. Here are the guidelines for increasing the authorized share capital:

• Amend Memorandum of Association (MoA):
  • Convene a Board Meeting to approve the proposal for increasing the authorized share capital.
  • Call an Extraordinary General Meeting (EGM) to obtain the approval of the shareholders to amend the MoA to reflect the increase in authorized share capital.
• Shareholders’ Approval:
  • Pass a special resolution at the EGM, with the approval of at least 75% of the shareholders present or voting through proxy, to authorize the increase in share capital.
• Filing with ROC:
  • File the necessary documents, including the special resolution, with the Registrar of Companies (ROC) within 30 days of passing the resolution.
• Payment of Stamp Duty:
  • Pay the stamp duty applicable on the increased authorized share capital as per the relevant state’s Stamp Act.
• ROC Approval:
  • Upon verification of the documents, the ROC will issue a fresh Certificate of Incorporation (COI) with the revised authorized share capital.
• Allotment of Shares:
  • Allot new shares to the existing shareholders or new investors based on the increased authorized share capital.
• Payment of Fees:
  • Pay the necessary fees to the ROC based on the increased share capital.
• Update in Other Records:
  • Update the increased authorized share capital in all company records, including the statutory registers, resolutions, and any other relevant documents.

It is crucial for the company to comply with all legal requirements and maintain transparency during the process of increasing the authorized share capital. Seeking professional advice from company secretaries or legal experts can ensure that the company adheres to all guidelines and regulatory norms throughout the procedure.

Importance of Increasing Authorized Share Capital

Increasing authorized share capital holds significant importance for a company for the following reasons:

• Fund-Raising Flexibility:
  • With a higher authorized share capital, the company can issue more shares in the future to raise additional funds for expansion, acquisitions, research and development, or other business activities. It provides flexibility to meet the company’s evolving financial needs.
• Attracting Investors:
  • A higher authorized share capital can make the company more appealing to potential investors and stakeholders. It signals the company’s growth potential and ability to accommodate future investments, attracting investors looking for opportunities to participate in the company’s growth.
• Capital Structure Alignment:
  • Increasing authorized share capital allows the company to align its capital structure with its growth plans and financial goals. It ensures that the company has enough shares available for issuance, avoiding potential delays in raising capital when needed.
• Acquisitions and Mergers:
  • In case of mergers or acquisitions, a higher authorized share capital provides room for the issuance of new shares as part of the consideration, facilitating a smooth and seamless transaction.
• Employee Stock Options (ESOPs):
  • For companies implementing Employee Stock Option Plans (ESOPs) to retain and incentivize employees, an increased authorized share capital ensures an adequate pool of shares available for allocation to employees as stock options.
• Legal Compliance:
  • If the company’s existing authorized share capital is nearly exhausted due to previous issuances, increasing it ensures compliance with the Companies Act, which requires a company to have sufficient authorized share capital for issuing new shares.
• Credibility and Growth Signal:
  • A higher authorized share capital portrays a positive image of the company’s growth prospects and stability. It instills confidence in shareholders, investors, and stakeholders about the company’s ability to undertake future projects and capitalize on opportunities.
• Future Expansion:
  • As the company expands its operations, markets, and product lines, an increased authorized share capital provides the necessary financial flexibility to fuel growth and seize opportunities.

It is important to note that increasing authorized share capital should be done carefully and in compliance with legal requirements. The decision should be well-considered and aligned with the company’s long-term growth plans to maximize the benefits and opportunities associated with the expansion.

Documents Required for Increase in Authorized Share Capital

The documents required for increasing the authorized share capital of a company may vary depending on the jurisdiction and specific requirements. However, the typical documents needed for the process include:

• Board Resolution:
  • A board resolution approving the proposal for increasing the authorized share capital.
• Notice of Extraordinary General Meeting (EGM):
  • A notice convening an EGM to obtain shareholders’ approval for the increase in authorized share capital.
• Special Resolution:
  • A special resolution passed by the shareholders at the EGM, approving the alteration of the Memorandum of Association (MoA) to reflect the increase in authorized share capital.
• Amended Memorandum of Association (MoA):
  • An amended MoA reflecting the increased authorized share capital, which is required to be filed with the Registrar of Companies (ROC).
• Altered Articles of Association (AoA):
  • An amended AoA, if necessary, to align with the increase in authorized share capital.
• Board Minutes:
  • Minutes of the board meeting where the decision to increase the authorized share capital was taken.
• Shareholders’ Consent Letter:
  • Consent letter from shareholders approving the increase in authorized share capital.
• Stamp Duty Payment Receipt:
  • Proof of payment of stamp duty (if applicable) on the increased share capital.
• Form SH-7:
  • Filing of Form SH-7 with the ROC, which includes details of the increase in authorized share capital.
• Form MGT-14:
  • Filing of Form MGT-14 with the ROC, which contains the special resolution passed at the EGM.
• Updated Statutory Registers:
  • The company’s statutory registers, including the Register of Members and Register of Directors, should be updated to reflect the change in authorized share capital.
• New Share Certificates:
  • If new shares are issued as a result of the increased authorized share capital, new share certificates should be issued to shareholders.

It is essential to ensure that all documents are accurately filled out, executed, and filed within the specified timelines to comply with the legal requirements of increasing the authorized share capital. Seeking professional advice from company secretaries or legal experts can help ensure that the process is carried out smoothly and in accordance with the applicable laws and regulations.

How to Increase the Authorized Share Capital of the Company?

Increasing the authorized share capital of a company involves several steps and legal procedures. Here’s a step-by-step guide on how to increase the authorized share capital:

• Convene Board Meeting:
  • The first step is to convene a Board Meeting to discuss and approve the proposal for increasing the authorized share capital. The board resolution should authorize the company to proceed with the process.
• Call Extraordinary General Meeting (EGM):
  • After obtaining the board’s approval, call for an Extraordinary General Meeting (EGM) of the shareholders. The purpose of the EGM is to obtain shareholders’ approval for the increase in authorized share capital.
• Issue Notice of EGM:
  • Issue a notice of the EGM to all shareholders, specifying the date, time, and place of the meeting, along with the agenda, which includes the proposal for increasing the authorized share capital.
• Pass Special Resolution:
  • At the EGM, a special resolution must be passed by the shareholders, approving the alteration of the Memorandum of Association (MoA) to reflect the increase in authorized share capital. The resolution must be approved by a requisite majority, typically 75% or more of the votes cast.
• File Forms with ROC:
  • After obtaining shareholders’ approval, file the necessary forms with the Registrar of Companies (ROC). File Form SH-7, which contains details of the increase in authorized share capital, and Form MGT-14, which includes the special resolution passed at the EGM.
• Amend MoA and AoA:
  • Make the necessary changes to the MoA to reflect the increased authorized share capital. If required, amend the Articles of Association (AoA) to align with the increased share capital.
• Payment of Stamp Duty:
  • Pay the applicable stamp duty, if any, on the increased authorized share capital, as per the relevant state’s Stamp Act.
• Issue New Share Certificates:
  • If new shares are issued as a result of the increase, issue new share certificates to the shareholders reflecting the increased share capital.
• Update Statutory Registers:
  • Update the company’s statutory registers, including the Register of Members and Register of Directors, to reflect the change in authorized share capital.
• Receive Fresh Certificate of Incorporation:
  • Upon verification of the documents, the ROC will issue a fresh Certificate of Incorporation (COI) with the revised authorized share capital.

It is crucial to follow the legal procedures and timelines while increasing the authorized share capital. Seeking professional advice from company secretaries or legal experts can ensure a smooth and compliant process.

How Is Authorized Share Capital Determined?

The authorized share capital of a company is determined during the incorporation process and is specified in the company’s Memorandum of Association (MoA). The decision on the authorized share capital involves a careful assessment of various factors, including:

• Business Plan:
  • The company’s overall business strategy and goals play a crucial role in determining the authorized share capital. This includes the scale of operations, target markets, and long-term vision.
• Financial Requirements:
  • Initial capital needs for setting up operations, purchasing assets, hiring personnel, and other startup costs.
  • Working capital requirements to cover day-to-day operational expenses.
  • Funds needed for research and development, marketing, and other strategic initiatives.
• Projected Growth:
  • Expected growth trajectory and expansion plans of the company.
  • Anticipated future capital needs to support business expansion, new projects, acquisitions, or entry into new markets.
• Regulatory Requirements:
  • Compliance with legal and regulatory guidelines specific to the industry and jurisdiction.
  • Minimum capital requirements as stipulated by the regulatory authorities.
• Industry Norms:
  • Benchmarking against similar companies in the industry to determine a competitive and appropriate level of authorized share capital.
• Flexibility for Future Fundraising:
  • Setting the authorized share capital higher than the immediate capital requirement to provide room for issuing additional shares in the future without needing to amend the MoA.
  • Facilitating ease of raising additional funds through equity whenever needed.
• Desired Capital Structure:
  • Aligning the authorized share capital with the desired equity structure of the company.
  • Ensuring a balance between debt and equity to maintain financial stability and investor confidence.

Key Considerations:

• Initial Assessment: Conducting a thorough initial assessment of financial and business requirements to decide on an appropriate level of authorized share capital.
• Legal Compliance: Adhering to all legal and regulatory requirements while determining the authorized share capital to ensure compliance.
• Shareholder Approval: Obtaining necessary approvals from the shareholders and reflecting the authorized share capital in the MoA during incorporation.
• Future Amendments: Recognizing that any future increase in authorized share capital would require amendments to the MoA and approval from shareholders.

By taking these factors into account, companies can determine a suitable level of authorized share capital that supports their business objectives and provides the flexibility needed for future growth and fundraising activities.