The maximum number of shares a private limited company can issue is decided by its authorised capital. Most start-ups start their journey with the minimum authorised capital of Rs. 1 lakh, but this is too little as the business grows. To issue new shares or raise the capital a company is authorised to raise, the capital clause of the Memorandum of Association needs to be amended by passing a special resolution of the board. If, at this point, you may also need shares to be issued to existing promoters or new shareholders.