Increase in share capital
What is share capital?
Share capital is the part and parcel of the balance sheet as you can see there is an extract that has been taken over here we need to understand what exactly this as you can see there is a common stock a par value one with this number of shares are issued so let’s understand this what exactly is the share capital.
Share capital is the part see the share capital is the amount of the money that you can call that as a money and the property that a company receives through their equity financing you can see that you receive that money with the help of equality financing it is the important aspect of the business because you know it reflects how much a company has earned through the equity shares at the time of the IPO so.
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Types
Types of share capital
Authorized/ registered/ nominal capital
This is the maximum capital which the company can raise in its life time. This is mentioned in the memorandum of the Association of the company. This is also called as registered capital or nominal capital.
Issued capital
This is the part of the Authorized capital which is issued to the public for subscription.
Subscribed capital
Subscribed capital is that part of the issued capital which has been taken off by the public.
Called up capital
It is that portion of the subscribed capital which shareholders are called upon to pay on the shares allotted to them. A company does not necessarily require the full amount at once on the shares subscribed and hence calls up only such portion as it needs the balance them remaining is known as called up capital
Paid-up capital
It refers to that part of the called up capital which has actually been paid by the shareholders.
Un called capital
The remaining part of subscribe capital not yet called up is known as called capital.
Reserve capital
As mentioned above, the company by special resolution may determine that a portion of the uncalled up, except in the event of the winding up of the company. This part is called reserved capital. It is kept reserved for the creditor in case of the winding up of the company.
Procedure to Increase & Decrease Share Capital of Company
INCREASE THE SHARE CAPITAL
The members of the company anytime during the tenure of the company may increase or decrease the capital of the company. The company can increase its paid-up capital by issuing shares either to an existing shareholder or to any other person whether it is a public limited company or it is a private limited company. But there are some restrictions on the private limited company to issue shares i.e. it cannot issue share to general public whereas public limited can invite the general public to subscribe their shares, the private limited cannot issue shares to more than 200 people during its tenure.
THE PROCEDURE TO INCREASE THE PAID-UP SHARE CAPITAL:- Call and convene the board meeting of the company and decide the way to issue new shares either to the existing shareholder or other than existing shareholder and pass the board resolution for the same.
- Issue notice to the members of the company as per Section 101 of the Companies Act, 2013 for calling a general meeting and to approve the same by passing members’ resolution.
- Submit the relevant form to the MCA as per required.
- Issue and allot shares to the shareholders of the company within 60 days of depositing the application amount.
- After allotment of shares issued, the company shall issue share certificates to the shareholders of the company respective of their shares within two months of allotment of shares.
Note: Paid-up capital shall not be more than authorized capital of the company mentioned in the memorandum of the company. The company cannot issue share more than its authorized capital but if the company wants to raise capital more than its authorized capital then the company needs to alter the capital clause of the memorandum by increasing its limit.
Procedure
The Procedure To Increase The Authorized Capital Of The Company:
- The article of Association of the company must provide the power to increase the authorized capital of the company if not then alter the article of the company by passing a special resolution in general meeting of the company.
- Convene the board meeting of the directors and pass the board resolution for calling a general meeting and authorizing either director or any other person to issue notice and to submit relevant documents to the Registrar.
- Issue notice to members of the company as per Section 101 of the Companies Act, 2013 to call a general meeting and pass “Special Resolution” for increasing authorized capital.
- File MGT-14 within 30 days from the date of passing Special Resolution.
- Submit form SH-7 along with an altered copy of the memorandum and a copy of the special resolution and explanatory notes to the Registrar in whose jurisdiction the registered office situated along with relevant fees as prescribed.
Advantages
The Advantages And Disadvantages Of Share Capital
There are various ways to raise capital for a company. The company can use debt capital to fund a business (such as a bank loan) or it can raise equity capital by the sale of shares in the business. This can be more appealing and/or appropriate than other methods, but it raises further issues on the business that must be considered.
Advantages Of Share Capital
One of the attractions of raising capital via the sale of shares is that the company does not have repayment requirements for the initial investment or for interest payments. This can make it more appealing than other forms, such as bank loans and bonds, that are debts of the company. Debts require the company to make payments at regular intervals in relation to interest, as well as eventually repaying the initial amount that was borrowed. Any shares sold can require a distribution of profits as a dividend but these can be halted if necessary. Therefore, the business is given more flexibility over its finances. Any money raised through the sale of shares can be used by the company however it wants. There are no stipulations or requirements attached to the funds. In comparison a creditor can limit the use of the funds they will lend to the company, which will restrict how the company can use them. Raising equity via share sales is also very flexible. The business has full control over how many shares to issue, what to initially charge for them and when it wishes to issue them. It can also issue further shares in the future if it wishes to raise more money. The company can also decide on the type of shares it issues and what rights these give the shareholders, and it can also repurchase issued shares if desired. Another advantage is that there is a much lower risk that the business will become bankrupt. Shareholders cannot force a company into bankruptcy if it fails to make payments (unlike creditors if the company fails to repay interest). Shareholders want the business to succeed and can bring in skills and experience and assist with business decisions.
Disadvantages Of Share Capital
When a business sells shares to raise equity it is effectively reducing its control and ownership over the company. Every share is a tiny piece of ownership in that company and so has benefits for the shareholder. Shareholders have rights in relation to voting on business deals and corporate policy and even the management of the company. Where the shareholders hold a majority of the company, they can remove the current leadership and bring in new management where they disapprove of how things are operating. Issuing shares can also result in a hostile takeover since a competitor could acquire the majority of the voting shares. Because of the fact that shareholders take more risks than creditors in the event of the company going bankrupt, shareholders expect a higher rate of return on their investment than creditors. Therefore, a company typically loses more stock for a lower price to a shareholder to compensate for this risk. An additional cost is that a company cannot deduct any dividends it pays out or any money it uses to repurchase shares. In comparison, any interest paid on a debt can be deducted from its taxes. There is also a cost implication for the arrangement of organizing a public share offering since the company has to prepare an IPO (initial public offering) prospectus to invite the general public to buy shares. There will probably also be advertising costs and the company may need an underwriting agreement with an underwriter to purchase shares that are not purchased by investors. The fee for this will have to be paid whether or not the shares are all purchased by investors. The company will probably also need to take legal advice, which is another cost. There is also a time implication. Shareholders will need to be kept updated by the company on how it is performing and other relevant matters. In the initial states of offering shares for sale, the focus of the business can be moved from the main business activities to dealing with the issues around the share sales. The company will need to prepare the prospectus and other related documents as well as organizing advertising of the sale of shares and arranging for the implementation of the shares being issued. Although it is possible to issue further shares in the future, this does have an impact on the value of the shares that have already been sold. Usually this will mean that the share price will drop and so will the dividends paid out on each share. This can anger current shareholders who then use their voting power as described above. Finally, any company issuing shares to the public has to make sure that it discloses certain information on the finances of the company and how it functions. This obviously will result in a cost to the firm but also means that information that was previously able to remain private is now in the public domain.
For more information on increase in share capital, consult Vyapar formations. Our team will guide you through the complete process of increase in share capital required for your company.