Increase of Company's Share Capital

The company may change its registered office for a variety of reasons. i.e., as a result of the relocation of core business operations, the relocation of management, or for operational convenience. Submit Resolution, rental agreement, and a most recent utility bill, and change the registered office’s address.

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Increase in the Company's Share Capital

Increase in the Company's Share Capital:

When a company plans to expand its operations through the issuance of new capital, an increase in authorized capital may be necessary. A limited company with share capital must follow the following procedure to increase its authorized share capital:

  • The company must ensure that its articles of incorporation include a provision allowing it to increase its authorized share capital. If there is no such provision, the company must amend its articles of association in accordance with section 14 of the Companies Act of 2013 in order to provide for the power to increase the company's share capital prior to increasing its authorized share capital. Therefore, a special resolution is required if an increase in share capital results in an alteration of the articles of association. If not, a regular resolution must be passed.
  • Disseminate notice in accordance with Section 173(3) of the Act for the convening of a Board meeting.
  • Organize the meeting to:
    (i) I to decide on the increase of the company's authorized share capital:
    (ii) To determine the time, date, and location of a general meeting of the company to pass a special resolution or an ordinary resolution, as applicable, to increase the authorized share capital of the company [Section 13(1)];
    (iii) To approve the notice, agenda, and explanatory statement to be attached to the general meeting notice in accordance with Sections 101 and 102 of the Act;
    (iv) To give the Board the go-ahead to publish the notice of the general meeting as determined by the Board, through the company secretary, if any, or a director.
  • Distribute notice of the general meeting to all company members, directors, and auditors. [Chapter 102].
  • [Section 13(1)] Hold the general meeting and pass a special resolution to increase the authorized share capital of the company.
  • File Form MGT-14 with a true certified copy of the special resolution approved at the general meeting, a copy of the notice and explanatory statement included with the notice of the general meeting, and a copy of the revised Memorandum of Association and Articles of Association with the Registrar no later than thirty days after the resolution's adoption.

Law Governing Increase of Share Capital of the Company:

Section 64 (1)(a) of the Companies Act states that a corporation may modify its share capital in any of the ways specified in subsection (1) of section 61.

  • Section 64 (1)(a) of the Companies Act, 2013 and rule 15 of the Companies (Share Capital & Debentures) Rules, 2014 govern the increase of the company's share capital:
  • Rule 15 of the 2014 Companies (Share Capital & Debentures) Rules stipulates: For the purposes of subsection (1) of section 64 if a company modifies its share capital in any of the ways specified in subsection (1) of section 61, the company must file Form No. SH-7 with the Registrar, along with the required fee.

Below you will find the instruction for KIT:

Required Documents for Increasing the Company's Share Capital:

The following documents are required to increase the company’s share capital:

  • Extracts from the Board Resolution for capital change
  • Extracts of Individuals Resolution for capital modification;
  • Notification and Explanation of Members' Meeting;
  • Memorandum of Association (MOA) alterations;
  • Amended Articles of Incorporation (AOA).

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Prepare the board resolution and member resolution, provide us with copies of the resolutions, a digital signature certificate, the amended MOA and AOA, and increase the company's share capital.

Extracts from the Board Resolution for capital change;

Extracts of Individuals Resolution for capital modification;

Notification and Explanation of Members' Meeting;

Memorandum of Association (MOA) alterations; 

Amended Articles of Incorporation (AOA).

No, a professional signature is not required to attest to the documents' accuracy.

Within 10 to 15 days, the company's share capital will be increased.

It depends on the authorized share capital of the company. The MCA system will calculate both the application fee and the applicable stamp duty.

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