Board Resolutions

Increase in Authorised Share Capital

Standard format — adapt the highlighted details to your company, and have a professional review it before use.

Customize for my company

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF XYZ PRIVATE LIMITED HELD AT THE REGISTERED OFFICE OF THE COMPANY AT ABC, New Delhi-110001 ON [DAY], [DAY] OF [MONTH] [YEAR] AT [TIME]

INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY

“RESOLVED THAT pursuant to the provisions of Section 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and re-enactment(s) thereof for the time being in force) and the rules framed thereunder, consent of the board be and is hereby accorded to increase the Authorized Share Capital of the Company from the present Rs. (Amount)/- (Rupees IN WORDS) consisting of (No. of Shares) (IN WORDS) Equity Shares of Rs(Amount of each sahre)/- (Rupees IN WORDS) each to Rs. (Amount)/- (Rupees IN WORDS) consisting of (Amount) (IN WORDS) Equity Shares of Rs (Amount)(Rupees IN WORDS) each.”

“FURTHER RESOLVED THAT the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:

1. The Authorised Share Capital of the Company shall be Rs. (Amount)/- (Rupees IN WORDS) divided into (Shares) (IN WORDS) Equity Shares of Rs (Amount) (Rupees IN WORDS) each with power to increase and reduce the capital of the company and to divide the shares in the capital for the time being into different classes and to attach thereto respectively such preferential or special rights or privileges or conditions as may be determined by or in accordance with the regulations of the company.

“FURTHER RESOLVED THAT to give effect to above resolutions the Extra-Ordinary General Meeting of the members is hereby called on [DATE] at [TIME] at the registered office of the company. The Notice of the Extra-Ordinary General Meeting is hereby approved.”

Certified to be True
For ABC (P) Ltd.

Name: XYZ
Designation: (Director)
DIN: 01234567
Address: ………………………………………………………

This template is a starting point, not legal advice. Adapt it to your situation — and for anything high-stakes, get a professional review before you sign or send it.

Understanding this document

What is increase in authorised share capital?

A company cannot issue shares beyond its authorised capital. This set of resolutions — board, then EGM special resolution, then SH-7 filing — raises the ceiling so a fundraise or bonus issue can proceed. It is plumbing, but fundraising cannot move without it.

When do you need it?

Before any allotment that would exceed the current authorised capital. Do it as part of fundraise planning, not the night before allotment — the SH-7 filing and stamp duty take their own time.

Common mistakes to avoid

Allotting shares first and regularising later — the allotment is invalid.
Missing the 30-day SH-7 filing window after the EGM.
Underestimating stamp duty on the increase — it is ad valorem and state-specific.
Forgetting to alter the capital clause (Clause V) of the Memorandum.

Need it tailored to your company?

Templates cover the standard cases. If your situation has complications — multiple parties, unusual terms, regulatory scrutiny — get it drafted properly. Our CAs, CSs and lawyers do this every day.

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