share allotment at incorporation

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CA Gangadhar Mishra (Querist)
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06 October 2009 A pvt ltd company incorporated in say 17.03.2008, but the bank a/c of the company was not opened till 25.12.2008. The paid up capital as per MOA/AOA was Rs 5 lacs. when the bank a/c opened the directors paid their shares thru a/c payee chq from their own a/c or transfered from their sister concern. now my query is
1) in the minutes book what will be the date of allotment of shares
2) can we show that the com. has recd cash on 17.03.2008 and when the a/c opened it was deposited on 25.12.2008
3)within what time the shares to be alloted (amt to be recd for allotment of shares) from the date of registration of the company

Guest

Guest (Expert)

06 October 2009 (1) Date of Incorporation will be the date of allotment of shares

(2) Yes, You can show that amount received in cash.

(3) First the payment should be recived and then the shares are allotted.

Ankur Garg

Ankur Garg (Expert)
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07 October 2009 Hi,

Subscribers of MOA are deemed shareholders of the company. They don't need to take shares. As soon as they subscribe the MOA & file it with ROC along with other incorporation documents they become the members as well as shareholders of the company. Form-2 is not required to be filed for subscribers hence no formal allotment is required in case of subscribers. They are deemed members and shareholders of the Company.

Regarding receipt of payment from subscribers I would say ideally such amount should be deposited by the subscribers after incorporation of the co. in the newly opened bank a/c of the company and record the same in the first BM Minutes.

DATE OF ALLOTMENT TO SUBSCRIBERS AND DATE TO BE MENTIONED ON SHARE CERTIFICATE

Date of allotment to subscribers will be the date of incorporation of the company and the same date will also be used for printing on share certificate to be issued to subscribers.
Practically & legally this is very much possible. To conclude you may use Date of Incorporation of the company for the purpose of:
1. Printing on share certificate of subscribers
2. as date of Allotment to subscribers
3. For the purpose of filling the column in register of member to enter the name of subscribers.

Even if you receive the amount from subscribers after 6 months the date of deemed Allotment and date on share certificate would remain the same i.e. date of incorporation of the company.

Regards

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CA Gangadhar Mishra

CA Gangadhar Mishra (Querist)
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07 October 2009 Thank you Very much for the detailed explanations to Mr Ankur Shah & Mr Ankur Garg