Change in Authorised Capital

Increase in Authorised Share Capital

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Board Resolution

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Change in Authorised Capital

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Resolution No.

BR-AUTHORIZED-CAPITAL-CHANGE-20260613

Company letterhead

Your company name

CIN will appear here when provided

Board resolution draft

Date

2026-06-13

Resolution type

Change in Authorised Capital

Certified true copy of the resolution passed at the meeting of the Board of Directors

Meeting date: 2026-06-13
Meeting time: ________________
Chairperson: ________________
Meeting venue: ________________
Quorum: The quorum required under the Companies Act, 2013 and the Articles was present throughout the meeting.

Resolved that

subject to the approval of the members of the Company and such other approvals as may be required, the consent of the Board be and is hereby accorded to increase the authorised share capital of the Company from INR ____________ divided into ____________ to INR ____________ divided into ____________.

FURTHER RESOLVED THAT consequent upon such increase, Clause ____________ of the Memorandum of Association of the Company be altered accordingly.

FURTHER RESOLVED THAT a general meeting of the members be convened to obtain the requisite approval and that ____________ be and is hereby authorised to issue the notice, file SH-7 and do all such acts, deeds and things as may be necessary to give effect to this resolution.

Proposed by

Seconded by

Director signature

Company secretary / authorised signatory

Certified true copy

Certified to be a true copy of the resolution passed by the Board of Directors of Your company name.

Certifying authority

________________

Date of certification

2026-06-13

Your company name
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS
Meeting date: 2026-06-13
Quorum: The quorum required under the Companies Act, 2013 and the Articles was present throughout the meeting.
Resolution No.: BR-AUTHORIZED-CAPITAL-CHANGE-20260613
Date: 13 June 2026
RESOLVED THAT
subject to the approval of the members of the Company and such other approvals as may be required, the consent of the Board be and is hereby accorded to increase the authorised share capital of the Company from INR ____________ divided into ____________ to INR ____________ divided into ____________.

FURTHER RESOLVED THAT consequent upon such increase, Clause ____________ of the Memorandum of Association of the Company be altered accordingly.

FURTHER RESOLVED THAT a general meeting of the members be convened to obtain the requisite approval and that ____________ be and is hereby authorised to issue the notice, file SH-7 and do all such acts, deeds and things as may be necessary to give effect to this resolution.

Secretarial notes

This board step usually sits ahead of member approval and constitutional document updates, so keep the notice and alteration pack aligned.

Supporting papers

• Revised capital structure note and cap table impact
• Draft notice for member approval and explanatory statement
• MOA alteration markup and SH-7 working papers

Registers and records

• Minute book of the Board of Directors
• Register of members / capital structure records

Post-approval actions

• Convene member approval and preserve the approved notice set
• Update the MOA and internal capital records after approval
• File SH-7 with the final constitutional attachments

Entity-specific watchouts

Private Limited

Use the classic board-resolution pathway, but still reconcile shareholder thresholds, constitutional restrictions, and filing-driven timing before circulation.

• Check whether member approval is also required under the Companies Act, 2013 or the Articles.
• Keep the register updates, ROC filings, and certified true copy trail aligned with the board date.
• Where banking, cap table, or governance powers shift, update the internal authority matrix immediately after approval.

Need the full workflow?

Move the resolution into the Comply plan.

If you want the rest of the annual compliance stack around this resolution, upgrade to Comply and keep the filings coordinated.

See Comply plan Open portal dashboard