kaushal kumar (student) (67 Points)
28 December 2008Dear Sir
I have a query about allotment of shares to subscribers of MOA of Private Limited Company. When Share should be alloted to Subscribers of MOA & AOA to Private Limited Company and how after incorporation of company? Is their need of resolution & any statutory registers to maintain for this? Please describe in detail procedure.
Thank You
CS Arpita Rajpurohit
(Company Secretary)
(1111 Points)
Replied 29 December 2008
Gnerally the shares are alloted to subscirbers in the first board meeting aftr incorporation, provided they bring in their share of capital.
Resolution:
|
Name of the Subscriber
|
No. of Shares
|
Distinctive Nos.
|
|
Ms. ______
|
70000
|
1 to 7000
|
|
Ms._______
|
1500
|
7001 to 8500
|
|
Ms. _______
|
1500
|
8501 to 10,000
|
Registers: Enteries to be made in Register of Members (Mandatory)
Enteries in Sh. App. & Allotment Reg. (Optional)
In case u have any futher specific query u can plz ask it...
Pavan Jain S
(Chartered Accountant)
(1575 Points)
Replied 29 December 2008
In respect of shares subscribed for through MOA, the allotment has to be made at the first BM of the company. Athough the MOA & AOA is construed as an agreement to take up and subscribe for the shares, a resolution has to be passed for authorising affixing of common seal and dispatch of share certificates.
the company is required to maintain Register of members and preferably Register of Common seal apart from other statutory records.
Meenakshi
(Company Secretary)
(89 Points)
Replied 02 April 2009
Hemant Singh
(PCS)
(35 Points)
Replied 02 April 2009
in case of subscribers to the MOA there is no time frame within which shares should be alloted to the subscribers. but one thing is also note worthy that without getting consideration we can not make allotment of shares. but in any case allotment should be before the date of first balance sheet date. so far as date of allotment is concerned date of incorporation may be taken as date of allotment. in computing the period for issue of share certificate persuant to section 113 date of incorporation shall be considered.
no return of allotment is required to filed with the ROC in this case.
Pavan Jain S
(Chartered Accountant)
(1575 Points)
Replied 06 April 2009
In my opinion, the date on the share certificate shall be the date of the board meeting in which the act of allotment is ratified. Although the subsribers are deemed to be members from the date of signing MOA, the share certifcate will be issued, and consequently, their name will be entered in the Register of members after the passing of resolution at Board meeting.
Kindly clarify whether return of allotment has to be filed or not. In my opinion, it has to be filed
RN Madaan
(Advocate)
(40 Points)
Replied 22 February 2010
Dear Pavan Jain:
Return of allotment is not required for issue of shares to the subscribers to MOA.
Regards.
RNM
yella pragda eshwar sharma
(accountant)
(22 Points)
Replied 19 August 2011
Dear frd's
i have a query..
is there is any time limit to issue the share certificate after allotment of share.. if it is how to comply it
Harihasan Karthik
(Assistant Company Secretary)
(29 Points)
Replied 20 August 2011
Dear sharma,
The share certificate must be issued within 3 months from the date of allotment of shares. It should be issued under the common seal of the company, signed by:
(1) two directors and
(2) company secretary (if the company has a secretary) / an authorised person (if the company does not have a secretary).
Regards,
Harihasan Karthik
CS Ainesh Jethwa
(Company Secretary)
(29 Points)
Replied 22 August 2011
I have one further query.
In Public limited company, suppose subscribers have not bring share application money after incorporation and more than 10 to 11 months have been passed on. Now subscriber brings their money after 11 months of incorporation, will it be valid ? And can we issue share certificate in this case even after a year of complition of financial year ?
One more thing, can we issue to subscriber to MOA after complition of financial year if they brings money after financial year only. In that case the balance sheet will show capital less than 5.00 lacs. is this possible ?
Kindly explain and reply
gaurav kriplani
(article)
(22 Points)
Replied 18 July 2012
can a pvt ltd company be a subscriber to another pvt ltd compny? please guide me as soon as posible. thank you
Pavan Zavar
(NA)
(57 Points)
Replied 18 July 2012
Yes. No Doubt. A Company, being a legal entity, can hold shares in its name.
Question arises if you are going to incorporate Wholly Owned Subsidairy. In that case, Holding company should hold 99.99% shares in its own name & can give 1 share to any individual person, who will hold that share as Nominee of Holding Company. {Kindly go through Secton 187 (b) & (c) of Companies Act, 1956.}
Further as company cannot sign Subscriber pages, you have to issue Power of Attorney in the name of Individual Person, who will sign "For and On Behalf Holding Company."
Amit khanna
(student)
(25 Points)
Replied 05 December 2012
i have a query.
The memorandum and articles of a company were delivered to registrar for registration on 8th march 2006. On 10th march, 2006 registrar issued a certificate of incorporation and dates it 8th march 2006. On 8th march 2006 before the certificate was issued , the company alloted shares to vikas. Is this allotment valid?..
REPLY ASAP.
Parth
(Practice)
(27 Points)
Replied 24 October 2015
There is a company incorporated on 20/07/2014.
However no further transaction are carried out. Only a bank account is opened on depositing Rs 50000/-
Can we show cash received of Rs. 50000/ for allotment of shares to directors ? Or we have to show Rs. 50000 receivable from Directors against shares subscribed.
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