Khushboo Maheshwari (Company Secretary) (548 Points)
15 April 2010Hi
My question is - in a newly incorporated public limited company with 5 lacs capital. We had not received the money from the subscribers of the MoA. In the first board meeting we passed a resolution that the shares shall be allotted to the subscribers as and when we receive money. This meeting was held in august 09. We received money in dec 2009. My question here is what shall be the date of allotment in this case........I m totally confused
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 15 April 2010
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. Appreciate further have you ever filed form-2 for the subscribers? The answer would be No. That itself is a kind of proof that no allotment is required to be made to the subscribers.
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.
Alternatively, as there is no tracing (as far as ROC is concerned) of such amount, it may be deposited by them later. As a CS i would suggested you should opt I option to avoid any kind of future problem.
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.
Best Regards
Ashish Sharma
(Service)
(1028 Points)
Replied 15 April 2010
Dear Sir,
I am CS executive student, i have Fill some ROC form when i am working in a CA firm. After reading above can the FORM-2 fill before receiving money from subscriber.and what happen if a pub. company incorporated with authorized capital and subscribe capital 10 lac each and at the time of contributing money any subscriber become insolvent and no other interested in taking his share, my Qns. are
1.will the company go in winding up
2.all the process of incorporation goes again.
May be Qns are silly for you sir, but i like to know what happen?
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 15 April 2010
Dear Ashish according to me 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.
Law presumed that company had collected subscripttion money from subscribers and later on if subscribers fails to pay the money as promised than it is company's problem.
So the correct way is first collect money from subscribers (No need if you trust them like anything) and than proceed to incorporation.
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