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Ordinary Resolution for Increase in Authorised Share Capital
CERTIFIED TRUE COPY OF THE ORDINARY RESOLUTION
Passed at the General Meeting of the Members held on
________________
CIN: ________________
Registered Office: ________________
Date of Meeting: __________
Time: ______ (Hours)
Venue: Registered Office of the Company
SUBJECT: INCREASE IN THE AUTHORISED SHARE CAPITAL
"RESOLVED THAT pursuant to the provisions of Section 13(1) read with Sections 61 and 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof) and the rules framed thereunder, the approval of the shareholders be and is hereby accorded to increase the Authorised Share Capital of the Company from the existing Rs. ________________/‑ (Rupees ________________ only) divided into Equity Shares of Rs. ________________/‑ each to Rs. ________________/‑ (Rupees ________________ only) divided into Equity Shares of Rs. ________________/‑ each, by creation of additional Equity Shares of Rs. ________________/‑ each, ranking pari passu in all respects with the existing Equity Shares of the Company."
"RESOLVED FURTHER THAT pursuant to the provisions of Sections 13, 61, and 64 and other applicable provisions of the Companies Act, 2013 (including any statutory modification or re-enactment thereof) and the rules framed thereunder, the consent of the Members of the Company be and is hereby accorded to substitute the existing Clause V of the Memorandum of Association with the following new Clause V:"
'The Authorised Share Capital of the Company is Rs. ________________/‑ (Rupees ________________ only) divided into Equity Shares of Rs. ________________/‑ each.'
"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take all necessary steps to implement the above resolutions, including filing of requisite forms with the Registrar of Companies and to do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to this resolution."
For ________________
Signature: _________________________
Name:
Designation:
DIN (if applicable):
Date:
Place:
Ordinary Resolution for Increase in Authorised Share Capital
Standard Shareholder Approval Format under Companies Act, 2013
Introduction
An Ordinary Resolution for Increase in Authorised Share Capital is a formal corporate document passed by the shareholders of a company to approve the enhancement of its authorised capital limit. Under the Companies Act, 2013, a company may require additional capital for business expansion, acquisition of assets, repayment of liabilities, or other strategic purposes. Before such an increase can take effect, it must first be approved by the Board of Directors and subsequently ratified by the members through an ordinary resolution in a general meeting.
This resolution is commonly required during filings with the Ministry of Corporate Affairs (MCA), particularly when submitting Form SH-7 for alteration of share capital. It is also essential for updating the Memorandum of Association (MOA) to reflect the revised capital structure. Promoters, directors, company secretaries, and legal professionals involved in corporate restructuring or capital-raising activities regularly utilise this document to ensure compliance with statutory requirements.
Benefits of Using a Standard Format
Adopting a professionally drafted, ready-to-use resolution format ensures consistency with regulatory expectations and reduces the likelihood of procedural errors. A standardised template saves considerable time during documentation, allows for quick customisation based on specific company requirements, and supports seamless compliance with MCA filing procedures.
Relevance to Company Registration and GST Compliance
Companies undergoing structural changes to their authorised share capital should ensure that all related statutory registrations remain updated. Where an increase in capital affects the company's registered particulars, corresponding amendments may be required in GST Registration records.
Similarly, entities in the process of Company Registration or those restructuring their capital base should maintain accurate documentation to avoid compliance discrepancies during verification or audit.
Ordinary Resolution for Increase in Authorised Share Capital – Sample Format
Company Name: _______________________________________
CIN: _______________________________________
Registered Office Address: _______________________________________
CERTIFIED TRUE COPY OF THE ORDINARY RESOLUTION
Passed at the General Meeting of the Members held on ________ (Date) at ________ (Time) at the Registered Office of the Company
SUBJECT: INCREASE IN THE AUTHORISED SHARE CAPITAL
"RESOLVED THAT pursuant to the provisions of Section 13(1) read with Sections 61 and 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof) and the rules framed thereunder, the approval of the shareholders be and is hereby accorded to increase the Authorised Share Capital of the Company from the existing Rs. _______________/- (Rupees _______________ only) divided into _______________ Equity Shares of Rs. _______________/- each to Rs. _______________/- (Rupees _______________ only) divided into _______________ Equity Shares of Rs. _______________/- each, by creation of additional _______________ Equity Shares of Rs. _______________/- each, ranking pari passu in all respects with the existing Equity Shares of the Company."
"RESOLVED FURTHER THAT pursuant to the provisions of Sections 13, 61, and 64 and other applicable provisions of the Companies Act, 2013 (including any statutory modification or re-enactment thereof) and the rules framed thereunder, the consent of the Members of the Company be and is hereby accorded to substitute the existing Clause V of the Memorandum of Association with the following new Clause V:
'The Authorised Share Capital of the Company is Rs. _______________/- (Rupees _______________ only) divided into _______________ Equity Shares of Rs. _______________/- each.'
"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take all necessary steps to implement the above resolutions, including filing of requisite forms with the Registrar of Companies and to do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to this resolution."
For _________________________________ (Company Name)
Signature: _______________________________________
Name: _______________________________________
Designation: _______________________________________
DIN (if applicable): _______________________________________
Date: _______________________________________
Place: _______________________________________
Frequently Asked Questions
1. Are details mentioned in the ordinary resolution format for increase in authorised share capital the same as the board resolution format?
While both documents address the increase in authorised share capital, they serve distinct purposes. The board resolution records the decision of the directors to recommend the increase, whereas the ordinary resolution captures the approval granted by shareholders in a general meeting. The substantive particulars regarding capital figures and amendments to the MOA remain consistent across both documents, though the approving authority differs.
2. Is the signature of all directors mandatory on the ordinary resolution format for increase in authorised share capital?
No, the signature of all directors is not mandatory on an ordinary resolution. The resolution is passed by shareholders, not directors. Typically, the Chairperson of the meeting or an authorised signatory signs the certified true copy of the resolution on behalf of the company.
3. Should the Ordinary Resolution for increase in authorised share capital be on company letterhead?
While there is no strict statutory requirement mandating the use of company letterhead, it is considered a best practice for authenticity and professional presentation. Using official letterhead lends credibility to the document and facilitates verification by regulatory authorities, banks, and other stakeholders.
4. Does the Ordinary Resolution format for increase in authorised share capital need to be certified by a professional?
Professional certification is not universally mandated for all ordinary resolutions. However, when submitting the resolution to the Registrar of Companies through MCA forms, a practising Company Secretary may be required to certify certain documents.
5. Is the Ordinary Resolution format for increase in authorised share capital mandatory to be attached to the MCA form?
Yes, when filing Form SH-7 with the Ministry of Corporate Affairs for alteration of share capital, a certified copy of the ordinary resolution approving the increase must be attached as a mandatory supporting document.