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Date of allotment

CA Suraj Prasad Shaw (Chartered Accountant) (504 Points)

03 August 2011

Please clarify what will be date of allotment of shares for subscribers to memorandum, whether it is date of incorporation or date on which memorndum was signed.

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6 Replies

Amit Surase (C.S, L.L.B) (81 Points)
Replied 03 August 2011

Date of Allotment of shares to the subscribers of memorandum is the date of first Board Meeting which will be within one month from date of incorporation.

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RG - A Helping Hand (Company Secretary) (13867 Points)
Replied 03 August 2011

DATE OF ALLOTMENT TO SUBSCRIBERS

As per my understanding 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. I think practically & legally this is very much possible.

Main reason behind this thinking (As shared by other seniors in this forum) is 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.

Best Regards

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ravindranth (company secretary) (114 Points)
Replied 04 August 2011

i agree with Richank.

if you read section 41 of the companies act, which i am copying here.

41. Definition of “member”.—

(1) The subscribers of the memorandum of a company shall be deemed to have agreed to become members of the company, and on its registration, shall be entered as members in its register of members

So as per the above definition. the subscriber to the memorandum become members on the date of incorporation it self. in the first board meeting,we will not allot the shares to them, we just take note of them. that is the reason, we dont file form-2 for subscripttion shares.

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RG - A Helping Hand (Company Secretary) (13867 Points)
Replied 04 August 2011

It's too perfect from your side Ravindranth Sir.....A simple take note is more than enough.

Thanks

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CA Suraj Prasad Shaw (Chartered Accountant) (504 Points)
Replied 04 August 2011

Originally posted by : Richank Garg
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CA Suraj Prasad Shaw (Chartered Accountant) (504 Points)
Replied 04 August 2011

Originally posted by : ravindranth
	i agree with Richank. if you read section 41 of the companies act, which i am copying here. 41. Definition of “member”.— (1) The subscribers of the memorandum of a company shall be deemed to have agreed to become members of the company, and on its registration, shall be entered as members in its register of members So as per the above definition. the subscriber to the memorandum become members on the date of incorporation it self. in the first board meeting,we will not allot the shares to them, we just take note of them. that is the reason, we dont file form-2 for subscriptttion shares.