Hello Auditor

What is the procedure for increasing authorized capital of a subsidiary?

Board Approval

  • Conduct a board meeting to propose an increase in authorized share capital.
  • Pass a board resolution approving the proposal and calling for an Extraordinary General Meeting.
  • Draft the notice, agenda, and explanatory statement for shareholders.
  • Prepare revised Memorandum of Association reflecting the new capital structure.
  • Ensure compliance with Articles of Association permitting such an increase.

Shareholder Approval

  • Hold an Extraordinary General Meeting as per notice circulated.
  • Pass a special resolution approving the increase in authorized share capital.
  • Record minutes of the meeting and obtain shareholder signatures if required.
  • Modify the Memorandum of Association by inserting the new capital clause.
  • Ensure quorum and voting requirements are fulfilled as per the Companies Act.

Filing with Registrar of Companies

  • File Form SH-7 with the Registrar of Companies within thirty days of the resolution.
  • Attach certified copies of the board and shareholder resolutions.
  • Submit altered Memorandum of Association along with the filing.
  • Pay the prescribed government fee and additional stamp duty based on the increased amount.
  • Ensure all documents are digitally signed by the authorized director or professional.

Update Statutory Records

  • Record the change in the Register of Members and statutory books.
  • Update the company’s internal database and capital records.
  • Reflect the increased authorized capital in future filings and disclosures.
  • Ensure auditors and stakeholders are informed of the updated structure.
  • Maintain all supporting documents for compliance and future audits.

Compliance Confirmation

  • Track the status of SH-7 on the MCA portal to ensure approval.
  • Once approved, download the updated Certificate of Registration of the Memorandum.
  • Use the new authorized capital limit for further share issuances.
  • Adhere to sectoral caps and FEMA rules if the parent company is foreign.

Keep the board informed of completion for planning capital infusion.

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