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Sub-division of the Share Capital
1. To Check:
(a) Authority in Articles of Association regarding sub-division of Share Capital.
If authority of sub-division is not given, then first alter Articles by passing
Special Resolution.
(b) Authorised Capital Article of Articles of Association, generally we have
Article like-
“The
Authorised Share Capital of the Company will be such amount and such
description as shall have been stated in Clause V of the Memorandum of
Association of the Company from time to time.”
In case Article of
Association of your Company have Article which states the present Authorised
Capital in numbers (like “Rs. 1,00,000/- comprising 10,000 Equity Shares of Rs.
10/- each) then simultaneously pass Special Resolution for Alteration of
Articles of Association.
2.
To hold Board Meeting and passed resolution(s)
approving:
3.
To hold General Meeting and pass Resolution(s) for:
(b) Alteration of Articles of Association (in case Applicable) – Special
Resolution
4.
To file following e-Form with RoC within 30 days of
passing of ordinary resolution:
(a)
Form MGT-14. Attachment: (i) Ordinary Resolution with Ex St (ii) Altered MOA (iii) Shorter Notice (if applicable). – Statutorily
not required, but as good corporate governance and practice followed by fellow
members, it is advised to file.
(b)
Form SH-7. Attachment: (i) Ordinary Resolution with Ex St (ii) Altered MOA (iii) Altered
AOA (if applicable).
5.
To hold Board Meeting and pass Resolution(s) for:
6. To replace all the existing share certificate by
new share certificates upon sub-division without requiring old certificates to
be surrendered. (Chapter 4 Rule 6(1)(c)).
7.
Share Certificate to be signed by two directors (if
composition of the Board permits, one of the two directors shall be director
other than MD or WTD) and Company Secretary /Authorised Signatory and new Share
Certificate be marked as “ISSUED IN LIEU OF SHARE CERTIFICATE NO. ___
SUBDIVIDED”.
8.
To make entries in the Register of Members within 7
days after approval by the Board. (Chapter 7 - Rule 5).
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