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Authorised Share Capital

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Capital is amongst the most important resources for any company. Not only is it the fuel that drives present operations and future plans, but it is also the barometer on which a company's strength and market position is gauged. A company's Authorised Share Capital is the maximum amount which it can issue in the form of shares. Authorised share capital is clearly mentioned in the Memorandum of Association of any company in the clause titled capital. In this article, we shall discuss what is authorised share capital, essential elements of authorised capital, and the method to calculate authorised share capital.

What Is Authorised Share Capital? 

Authorised share capital is the higher limit until which a company can issue shares. If a company's authorised capital is ₹5 crores, then it can only issue shares amounting to that sum. Usually, only a portion of the authorised share capital is issued. As long as a company issues capital within the limit of its authorised capital, it need not alter its Memorandum of Association with regard to the capital clause. 

However, should a company wish to increase its authorised capital, it must follow a stringent legal procedure to do so. In order to understand authorised capital better, it is also critical to understand its subsets, which include issued capital, subscribed capital, and paid up capital.

Issued capital 

Issued capital is the part of the authorised capital of a company that has been issued to shareholders. In the example quoted above, if a company has issued shares amounting to ₹2 crores, then that shall be quoted as the issued capital of the company. It is worth noting here that since a company cannot issue share capital beyond its authorised capital, issued capital cannot exceed authorised share capital.

Subscribed capital 

Another significant concept to understand about a company's capital is its subscribed capital. While issued capital is a subset of the authorised capital, subscribed capital a the subset of the issued capital. When a company invites public subscription to its shares by way of an Initial Public Offering (IPO) or a Follow on Public Offer (FPO), the amount of capital that gets subscribed to by individuals and organisations constitutes subscribed capital. The subscribed capital of a company cannot be higher than its issued capital and authorised capital.

Paid up Capital

Paid up capital is the part of the subscribed capital of a company that has been recieved from the shareholders. Since subscribed capital is collected in stages (at application, allotment, then first call, second call, etc.), the paid up capital can be lower than or equal to subscribed capital. The paid up capital is the actual amount available at a company's disposal out of the entirety of its authorised capital.

Importance of Authorised Share Capital 

There are several reasons why the authorised capital of a company holds substantial significance. Let us discuss some of these reasons.

  • Scope for raising funds: The authorised capital of a company denotes its potential to raise funds and unissued capital serves as a buffer for future issues. The higher the authorised share capital, the higher is its standing amongst existing shareholders and potential investors and shareholders.

  • Compliance: Having a clearly demarcated authorised capital makes it easier for companies to adhere to regulatory requirements vis-a-vis capital. It is also convenient for regulatory bodies to check that there is no violation of the maximum limit set as authorised capital.

  • Safeguarding shareholders interest: The authorised capital of a company cannot be increased without the consent of its shareholders. Therefore, it acts as a cushion against uncontrollable dilution which may adversely impact shareholders.

Functioning of Authorised Share Capital 

The authorised share capital of a company is determined even before it is incorporated. While the formalities for incorporation are being completed, the Memorandum of Association and Articles of Association are the foremost documents to be created. Authorised capital is decided during this stage and mentioned in the aforementioned documents. At any stage in the future, a change in the authorised capital is possible only by altering the Articles of Association. 

After completing the legal process to increase its authorised capital, a company can issue shares amounting to more than its original authorised capital. Although this can result in significant funds for the company's expansion, it can dilute the stake of existing shareholders.

Essential elements of Authorised capital 

There are two main dimensions of the authorised capital of a company, namely authorised shares and value per share.

Authorised shares: This denotes the maximum number of shares that a company is permitted to issue, and is clearly outlined in the Memorandum of Association and Articles of Association.

Value per share: The face value of each share of a company is also determined at the onset and mentioned in the company’s incorporation documents.

Method to calculate Authorised Share Capital

The simplest way to compute the authorised capital of a company is to multiply its authorised shares by the nominal value per share. Let's say that a company's authorised shares is 1 lakh and the face value per share is ₹100, then its authorised share capital shall be computed as follows.

Authorised share capital = Authorised shares x face value per share 

For the company in the above example, authorised capital is ₹1 crore (1 lakh x 100)

Conclusion

It is important to understand the authorised share capital of a company and what it entails for the company's strength to raise funds in the future, expand its operations, and enhance its market standing. Since authorised capital is the maximum capital that a company can issue (without substantial legal changes to its charter), it is a significant means to protect the interests of existing shareholders.

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Disclaimer: Investments in the securities market are subject to market risk, read all related documents carefully before investing.

This content is for educational purposes only. Securities quoted are exemplary and not recommendatory.

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