The Board Resolution For Increase In Authorised Share Capital is a mandatory corporate document required under Indian law when a company plans to expand its capital base. This document is typically needed when a company anticipates future equity issuance, plans for business expansion, prepares for acquisitions, or requires additional capital for other corporate purposes. The resolution must comply with the Companies Act, 2013, and related regulations, including specific filing requirements with the Registrar of Companies. It serves as official evidence of the board's decision and forms the basis for subsequent actions such as shareholder approval, regulatory filings, and eventual capital increase. The document includes crucial details about the current and proposed capital structure, statutory compliance requirements, and necessary authorizations for implementation.
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1. Title and Date: Specifies the type of resolution and date of the board meeting
2. Venue and Attendance: Details of meeting location and directors present/absent
3. Chairman: Name of the person chairing the meeting
4. Quorum Confirmation: Statement confirming that required quorum is present
5. Background: Current authorized capital, reason for increase, and business justification
6. Statutory References: Reference to relevant sections of Companies Act, 2013 and other applicable laws
7. Main Resolution: Formal resolution for increasing authorized share capital, specifying the current and proposed amounts
8. MOA Amendment: Resolution to amend the Memorandum of Association to reflect new authorized capital
9. Filing Authorization: Authorization to designated persons to file necessary forms with ROC
10. Conclusion: Closure of the meeting with Chairman's signature
1. Related Party Disclosure: Required if any directors have interest in the matter
2. Shareholders' Meeting Authorization: Include if shareholders' approval is being sought through general meeting
3. Stock Exchange Notification: Required for listed companies to inform stock exchanges
4. Preferential Allotment Details: Include if the capital increase is linked to a planned preferential allotment
5. Banking Resolution: Required if any banking documents need updating due to capital increase
1. Annexure A - Capital Structure: Detailed breakdown of existing and proposed capital structure
2. Annexure B - MOA Amendment: Draft of the proposed amendments to the Memorandum of Association
3. Annexure C - List of Required Filings: Checklist of forms and documents to be filed with various authorities
4. Annexure D - Fee Calculation: Calculation of ROC fees and stamp duty payable on increased capital
Relevant legal definitions
Clauses
Meeting Details
Quorum Confirmation
Background and Purpose
Statutory References
Current Capital Structure
Capital Increase Resolution
Memorandum Amendment
Articles Amendment
Shareholder Approval
Filing Authorization
Regulatory Compliance
Stock Exchange Notification
Fee Payment
Document Execution
Further Actions
Record Maintenance
Quorum Confirmation
Background and Purpose
Statutory References
Current Capital Structure
Capital Increase Resolution
Memorandum Amendment
Articles Amendment
Shareholder Approval
Filing Authorization
Regulatory Compliance
Stock Exchange Notification
Fee Payment
Document Execution
Further Actions
Record Maintenance
Relevant Industries
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Retail
Infrastructure
Energy
Telecommunications
E-commerce
Professional Services
Education
Hospitality
Automotive
Agriculture
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Board of Directors
Corporate Affairs
Regulatory Affairs
Corporate Governance
Relevant Roles
Company Secretary
Chief Financial Officer
Managing Director
Chief Executive Officer
Legal Counsel
Compliance Officer
Board Director
Corporate Lawyer
Finance Manager
Company Director
Corporate Secretary
Financial Controller
Head of Legal
Regulatory Affairs Manager
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