19 April 2013
I got the name of a public company approved via Form 1A from ROC. I mentioned 7 promoters/proposed subscribers to memorandum in Form 1A.
My query is -
1. Is it necessary that all the promoters/proposed subscribers to memorandum as mentioned in Form 1A should take some shares and sign the subscribers sheet to be attached to MOA and AOA.
2. Can any person who was not in the initial list of seven promoters/proposed subscribers mentioned in form 1A can subscribe to MOA and AOA. If yes is there any requirement of any NOC in that case.
3. Can a private company or partnership firm become subscriber to memorandum and articles of a public company. If yes, what are the formalities.
19 April 2013
Partnership Firm cannot be a subscriber A partnership firm is not a legal person and it does not have any separate entity, therefore it cannot be a subscriber to the Memorandum. However, it may be a member of a company licenced under section 25 of the Companies Act, 1956 [Circular No. 4/72, dated 9-3-1972]
19 April 2013
Department's circular of subscription through Attorney or Agent The Department has issued a Circular No. 8/15/8, dated 1-9-1958 that an agent may sign the Memorandum on behalf of a subscriber, if he is authorised to do so by a power of attorney. Department Circular No. 1/95, dated 16th February 1995 states that only one power of attorney on usual stamp paper from all subscriber or directors is enough. The Registrar of Companies should not insist upon any authorisation from the Board of directors for appointing a power of attorney. Such type of authorisation are commonly used in three types of situations:— (1) Corporate Subscriber: A company being an artificial and legal person may be a subscriber to the Memorandum and Articles of Association. In order to subscribe for the Memorandum and Articles of Association, the Board of directors of the company shall by resolution under section 292(1)(d) authorise a person as its attorney to sign the various documents for and on behalf of the company. The Board shall also authorise for execution of a Power of Attorney in favour of the said person. Since it is required for every subscriber having a share capital to take at least one share, therefore it should be mentioned in the resolution of the Board that how many shares the company proposes to take. Provisions of section 372A shall also be considered. (2) Where any of the subscribers is not available: In such a situation, he may constitute an attorney and authorise any person capable of entering into contract, to sign the documents on his/her behalf. The said Power of Attorney is required to be executed on non-judicial stamp paper of such value as per the Stamp Rules, applicable in the State where the registration of the company shall take place. (3) Subscription by illiterate person: An illiterate person subscribing the Memorandum can also authorise an agent to write for him and sign the Memorandum and Articles on his behalf through a power of attorney. Alternatively, he can put his left hand thumb impression on the column for signature and his name, address and occupation and the number of shares agreed to be taken by him be written by the person writing for him. The latter person should read and explain the contents of the documents to the illiterate person and make an endorsement to that effect on the document at the appropriate place.
will it be ok if only four out of seven promoters/proposed subscribers to memorandum of a public company as earlier mentioned in form 1A subscribe to all the shares of the proposed company and sign the subscribers sheet of both MOA and AOA.
In that case, will it be necessary to get the subscribers sheet signed by those promoters/proposed subscribers who do not subscribe to even a single share?
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