1.Examine whether your unlimited company is holding a share capital. An unlimited company with a share capital can only provide for reserve share capital on re-registration as a limited company.
2. If your unlisted company is not using a share capital then first you have to reforms the formation of your unlisted company to have a share capital by altering your company’s Memorandum of Association.
3. Remember that your unlimited Company with a share capital can provide for reserve share capital only through its resolution for registration as a limited company under section 65(b) of the 2013 act.
Unlimited company share capital on re-registration
4. Determine the specific portion of share capital which will be kept as reserve share capital.
5. Further, determine whether that amount of reserve share capital is to be provided by way of either of the following :
(a) increasing the nominal amount of your unlisted Company’s share capital by increasing the minimum amount of each of its shares. But subject to the condition that no part of the increased capital.
(b) giving that a selected part of its uncalled share capital will not be able of being called-up save in the event and for reasons of the Company is being concluded.
6. Gather a Board Meeting after issuing notices within 7 days notice to whole company director at his company registration office. The company to consider the proposal for providing for a portion of share capital and to fix up the time, date, agenda and place for the general meeting.
Such notice shall be sent by hand delivery or by post or by electronic means. The registration office is to be placed in Coimbatore.
7. The whole officer of the company whose duty is to give notice of the board meetings. They will be punishable with a fine of Rs.25,000.
8. Issue notices or through electronic mode prescribed in the manner under Rule 18(1) and 18(2) of the Companies (Management and Administration) Rules, 2014. It is not less than clear 21 days before the date of the meeting with desirable informative statement.
Company Registration Fees
If your company having not less than 1,000 shareholders, your Company shall also provide its members facility to exercise their right to vote by electronic means.
9. Hold the general meeting and pass the ordinary resolution by easy figure.
10. If reserve share capital has been provided by way of increase of nominal amount of share capital then file the notice of expands with the charge of ROC will make necessary changes in the Company’s Memorandum and Articles of Association.
11. The whole officer of the company is punishable to pay a fine of Rs.1000 for every day during which the default continues of Rs.5,00,000.
12. While filing the above notices, the company registration fees for the increased authorized share capital should be either by Credit Card/ Debit Card (online), Net Banking or offline, through a challan generated from the MCA website and deposited with certain authorized bank branches.
13. See the aforesaid amount to be payable is the difference between the fees payable at the existing rate on the authorised share capital before and after. The increment as calculated on the basis of Rule 12 of the company (Registration offices and fees) Rules 2014.
14. Make necessary changes in every copy of the articles of association and memorandum in all other papers and documents. The company registration fees to be paid in the below offices.
15. Note that if any time your Company issues and copy of Articles of Association and Memorandum without making the necessary changes there in. The company and entire officer of the company will be punishable with a fine of Rs.1000 for each copy so issued.
16. Note that the offences mentioned in Item Nos.7, 11 and 15 above are compoundable by the Tribunal or any officer authorized by the Central Government. The fine must be paid in the registration offices as Coimbatore, Salem, Madurai and Chennai. The case may be under Section 441 of the 2013 act.