30 November 2013
We have applied for new company ..We have recd following query from MCA ..Plz help in solving this matter
MOA and AOA are required Companies Act, 1956 alongwith as per the applicable provision of Companies Act, 2013 as per the Ministry circular dated 12.09.2013, subscribers pages are required to attached on MOA/AOA
As per this, it is required to made your MOA & AOA as per Companies Act, 1956 and make insertion of 98 section of new Companies Act, 2013 in such MOA & AOA.
You also define private company as per section 2(68) of the Companies Act, 2013 in your AOA.
The subscriber page should be hand written by subscriber of shares ant it will be physically verified.
30 November 2013
Name, address, description and occupation of each subscriber
Subscribers shall sign and write in the Memorandum and Articles of Association his/her own hand, his/her name, father's/husband's name, address, age and occupation, if any, and shall also write against his name the number of shares he/she proposes to subscribe. Subscribers can be either literate or illiterate, either man or woman, either resident or non-resident, either Indian national or foreign nationals. In any case they must be competent to enter into an agreement.
The subscription to a memorandum of association means not merely signing at every one of its pages but signing their names in token of entering into an agreement both as to signatories forming themselves into a company but also their undertaking to take number of shares indicated against their names. [Arthanari Transports (P) Ltd. v K.P. Swami Gounder (1965) 35 Comp Cas 930 (Mad)]. The signatures of the subscribers must be authenticated by a witness who is not a subscriber himself. He shall likewise add his name, father's name, address, age and occupation, if he is a member of the professional body, membership number with shall also be written if any. If attestation of Memorandum of Association which has been registered turns out to be irregular, it does not render the same void [Chotalal v Dal Sukram (1892) ILR 17 Bom 472].
30 November 2013
Important points which must be considered while drafting Association clause of Memorandum:
(1) According to section 12, there should be at least two persons subscribing to Memorandum of Association in case of private company and seven in case of public company. (2) The names of subscribers to Memorandum of Association must tally with the names of promoters as given in application for availability of name. (See the Circular No. 1/90, dated 5-1-1990). (3) In case one or more of the promoters, whose name have been included in application for availability of name, are no more interested in incorporation of the Company, no-objection letter from such promoter should be obtained and made available to MCA/ROC at the time of registration of the company. (4) The Registrars have also been told that in case if there is any change in the names of the subscribers from what was given in e-Form 1A for availability of name, the changed subscribers should be asked to make a fresh application for availability of names. However, the names in instances of the above nature will be valid for six months, the MCA/Registrar will have no objection to allow the said name in response to the fresh application if the name is not utilised for six months in terms of the original application.
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