consequences Subscribers to thememorandum deny to give their

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Shraddha Shukla

Corporate law Consultant

346 Points Joined May 2009

A Pvt. Ltd. company incorporated in 2005 by a paid up capital of Rs. 25 Lacs out of which 3 subscriber who gives there name in the MOA and AOA commit to subscribe Rs. 10 lacs equally, when company incorporated two Subscribers out of three denied to give their subscripttion money. Now what the company do, because subscriber page cant be changed, and if we give the name of all the subscribers in the MOA and AOA it is wrong. (Company is under takeover situtation)

Till now the company did a big mistake also that it file a form 2 of the balance shares to show its paid up capital Rs. 25 lacs. and this is shown in its Balance sheet etc.

Replies (2)

vivek

751 Points Joined May 2009

This is really a difficult situation. Now, upto my understanding ther is few problems i can observe:-

1. What about the suscribers- there is well settled law that they are personally liable to pay the subscripttion money. Company may go to court of law or settel out of court for the same. You can approach to subscribers and call for the subscripttion money as on date and issue shares today in their name or if your company is planning to allot issue shares in near future and your suscribers are not willing to pay allot in their name and transfer to concerned persons even though u need to get the signature of subscribers on share transfer deed.

2. What about the Form-2- the compliance you have made earlier can not make good, and even you have made allotment to new persons that is a seperate issue.

3. If, subscribers are not co-operative then let it be outstanding in future course of action if company goes for winding up or any other time to court, court will settel the issue. This is default from the subscribers not from the company.

Regards,

P.S. : On subscribers liability i am attaching herewith a settelled case law.