Raising Authorized & Paid-up Capital: A Simplified Guide

The Process of Raising Authorized Capital and Paid-up Capital Explained


Timeline for Increase in Authorised Share Capital and Right Issue of Shares for a Private Limited Company


The below timeline is more viable or applicable:

When the Directors and Shareholders are same of the Private Limited Company.

In Article of Association, it is already mentioned that, Company can alter its share capital in MOA.

The date which are taken below, are only for understanding purpose.


ISSUE OF SHORTER NOTICE FOR BOARD MEETING
31.12.2019

ACTION TO BE TAKEN BEFORE BOARD MEETING

Draft the Shorter Notice for the Board Meeting

Draft the Agenda for the Board Meeting

Shorter Notice need to be signed by any of the Directors

Signed Shorter Notice and Agenda need to be send to all the Directors. (eg. Through Mail for Proof)

Draft EGM Shorter Notice

Draft Consent Letter for EGM Shorter Notice

Draft Letter of Offer for Right Issue

Draft Application Form

Draft Renunciation Form

Draft Form for Renounced shares

Draft Consent letter for shorter period for Right Issue Offer

BOARD MEETING
01.01.2020

ACTION TO BE TAKEN

Attendance of Directors

Previous Board Meeting Minutes ( for signature of Chairman)

Draft Board Minutes ( 01.01.2020 )

Circulate Draft Board Minutes to all the Directors within 15 days of the Board Meeting

ISSUE OF SHORTER NOTICE FOR EXTRA ORDINARY GENERAL MEETING
02.01.2020

ACTION TO BE TAKEN

Send EGM Shorter Notice to all the Shareholders

Draft Consent Letter for shorter notice of EGM or receive Consent Letter for shorter notice of EGM from the Shareholder ( 95 % of total Shareholding)

Draft Certified True Copy for Alteration of Share Capital, ( for Directors signature ), after the resolution is approved by the Shareholder in EGM

Draft Altered Memorandum of Association ( MOA ) ( Alteration of Share Capital )

HOLDING EGM
03.01.2020

ACTION TO BE TAKEN

Attendance of Members

Company should check Whether Consent Letter for Shorter Notice has been received or not

Draft EGM Minutes

EGM minutes need to be signed within 30 days of the EGM

ISSUE LETTER OF OFFER
03.01.2020

FILING OF SH-7 FOR INCREASE IN AUTHORISED SHARE CAPITAL
03.01.2020

ACTION TO BE TAKEN

Fill the Form SH-7

Attach EGM Ordinary Resolution for Alteration of Capital and Altered MOA

Affix the DSC of Director or Director and Practicing CS/CA/ICWA as applicable in the form and upload the Form SH-7 at MCA portal. It is a Non-STP form.

Form SH-7 need to be filed within 30 days of passing resolution at EGM

APPLICATION FORM RECEIVED
07.01.2020

ACTION TO BE TAKEN

Company should check whether application form along with application money is received from all the shareholders

Company should also check whether Consent letter for shorter period for Right Issue Offer has been received or not

Company should also check, whether any Shareholder has renounced the share and for the same Renunciation form has been received or not. ( if applicable)

ISSUE OF NOTICE AND AGENDA FOR BOARD MEETING ( ALLOTMENT OF SHARES )
08.01.2020

ACTION TO BE TAKEN

Draft the Shorter Notice for the Board Meeting

Draft the Agenda for the Board Meeting

Shorter Notice need to be signed by any of the Directors

Signed Shorter Notice and Agenda need to be send to all the Directors. (eg. Through Mail for Proof)

Draft Certified True Copy (CTC) of Allotment of Shares ( for signature of Director )

Draft List of Allotees ( for signature of Director )

BOARD MEETING
09.01.2020

ACTION TO BE TAKEN

Attendance of Directors

Previous Board Meeting Minutes ( for signature of Chairman)

Draft Board Minutes (09.01.2020)

Circulate Draft Board Minutes to all the Directors within 15 days of the Board Meeting

FILING FORM PAS-3
10.01.2020

ACTION TO BE TAKEN

Fill the Form PAS-3

Attach CTC of Allotment of shares

Attach List of Allottees

Affix the DSC of Director or Director and Practicing CS/CA/ICWA as applicable in the form and upload the Form PAS-3 at MCA portal

( PAS-3 need to be filed within 15 days  of passing resolution for Allotment of Shares at the Board Meeting )

ISSUE OF CERTIFICATE
11.01.2020

ACTION TO BE TAKEN

Draft the Share Certificate ( SH-1)

Pay the Stamp duty or Franking on the Share Certificate and issue the same to all the allotees.

UPDATION OF REGISTER OF MEMBERS ( ROM)



Note : SH-7 is a Non-STP form. Sometime this form takes little bit more time to get approve, so therefore one needs to plan accordingly
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