Incorporation of a subsidiary company ????

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CA Abhishek Singh (Querist)
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07 March 2012 hello everyone,

ABC PVT. LTD having director Mr. A & Mr. B want to open another private ltd company XYZ pvt ltd whose director would be Mr. A & mr. B.

XYZ PVT LTD would be a 100 %subsidiary company of ABC PVT LTD.

i have following questions:

1. who will hold the share capital either ABC PVT LTD or mr. A & Mr. B.

2.If ABC PVT. ltd holds entire share capital then can MR. A & Mr. B be appointed as directors without having any shares ?

3. What extra care should be taken while filing various forms because i have not seen any option such as "SUBSIDIARY CO" in Form 1A.

waiting for your reply.
thanks in advance
abhipcc@rediffmail.com

CS Vidhya

CS Vidhya (Expert)
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07 March 2012 Hi Mr.Abishek,

Regarding to your first query who is going to contribute amount for subscribing shares???If its Company it will come under subsidiary company concept under Section 4(1(B))of the companies Act,1956.
If the Directors are contributing then it will come under Section 4(1(c)) of the Act.Just decide before filing the person who is going to contribute.

Regarding to your 2 nd query there should not be any necessity for the Directors to hold shares.In AOA of the company there is no clause for Share Qualification,The situation does not arise.

With regard to your third query there is no need to mention anywhere as subsidiary company..until the subsidiary company can attach their accounts with holding company

I hope your query gets solved.If you need any further info,do let me know

Regards,
CS.Vidhya