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ACCA Applied Skills · Corporate and Business Law (Global) · Share capital

Ravi Ltd has authorised share capital of $500,000 and issued capital of $300,000. Under the general company law approach, the members wish to increase the authorised capital to $800,000. Which resolution is normally required?

An ordinary resolution of the members is normally required, unless the articles demand more. Increasing authorised capital is a matter for members, passed by a simple majority of votes cast, and needs neither a court order nor board approval alone.

  1. AAn ordinary resolution of the members, unless the articles require otherwiseCorrect
  2. BA special resolution of the members in every case
  3. CA board resolution only, with no member approval
  4. DA court order obtained by the directors

Explanation

Increasing authorised (nominal) share capital is generally a member decision passed by ordinary resolution, a simple majority of over 50%, unless the articles require a higher majority. A special resolution is not needed in every case, and neither is a court order.

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