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FORM 2

03 January 2011

Hi,

I want to Know that if a company makes allotment of equity shares to its subscriber which is mentioned in the MOA, whether there is any requirement of filing form 2 with ROC.

If not, then where it is exempted, becoz as per section 75, every allotment requiring filing of form 2.

Thank U.

Rajeev Nayak

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11 Replies

ankit jain (CS trainee) (152 Points)
Replied 03 January 2011

Dear Rajeev,

U must have to file form no. 2 for the further allotment. There is no exemption at all.

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Manmohan ACA, CS (Chartered Accountant ) (14243 Points)
Replied 03 January 2011

he subscribers to Memorandum automatically become members of the co. on the date of incorporation by operation of law u/s 41 and their names have to be entered in the register of members. The subscripttion money becomes a debt due from subscribers to the company u/s 36(2). Co. can sue the subscribers for non-payment of the amount.

Form 2 has to be filed u/s 75 on "allotment" of shares. Since there is no separate application or allotment, Form 2 is not required to be filed in this case.

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Jaideep (Service) (1368 Points)
Replied 03 January 2011

For Subcription Form 2 is not required. Its not an allotment. its a minimum / initial capital with which subscriber intends to form the company. While uploading form 1 for the incorporation, we have to provide declaration that money against shares subscribed has been received and company will make allotment.

It, therefore will remain on the records of the Registrar. For any further allotment, irrespective of promoter / subscriber / Directors, company needs to file return of allotment

Regards

Jaideep Pandya

1 Like

Syam kamal (Company Secretary) (156 Points)
Replied 03 January 2011

Agree with Jaideep...

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 03 January 2011

Dear Rajeev,

Shares allotted to the subscribers to the MOA are not basically allotment of shares. It is a deemed allotment. It is also not required to allot them shares in a board meeting.

Therefore, form 2 is not to be filed regarding this allotment.

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Rajeev kumar Nayak (ACS) (283 Points)
Replied 03 January 2011

Thanks all for reply.

with regards to Jaideep answer, i would like to say that at the time of filing of form 1, we are not filing any declaration from subscribers. when they makes payment, allotment is made in the Board minutes.

thus i think even in case of allotment to subscribers, from 2 is required to be filed.

any other view will be appreciated.

Thanks

Rajeev Nayak

Syam kamal (Company Secretary) (156 Points)
Replied 03 January 2011

Originally posted by : Rajeev kumar Nayak
	Thanks all for reply. with regards to Jaideep answer, i would like to say that at the time of filing of form 1, we are not filing any declaration from subscribers. when they makes payment, allotment is made in the Board minutes. thus i think even in case of allotment to subscribers, from 2 is required to be filed. any other view will be appreciated. Thanks Rajeev Nayak

The subscribers to Memorandum automatically become members of the company on the date of incorporation by operation of law u/s 41 and their names have to be entered in the register of members, irrespective of the fact whether any money against such shares are outstanding or not. The amt due becomes a debt and company can sue for it. There is no need to pass any resolution for allotment of shares to the subscribers to the MOA in the Board Meeting. The Board has to just take a note of their membership and pass resolution for issue of share certificates.

Hence it is not an ‘allotment’ u/s 75 and no need for filing form 2.

Nitesh (CS) (22 Points)
Replied 03 January 2011

Dear Mr. Rajeev,

At the outset, i would like to wish all the members a very Happy and Prosperous New year 2011.

Coming to the Rajeev's point, followings the clarification;

Form 2 is not at all required to be filed at the time of subscripttion of shares, however for all the further allotments irrespective whether he is a subscriber or not, form 2 shall be filed with ROC.

As far as declaration is concerned, form 1 itself is a declaration of incorporation of a company and the initial capital is intended to be brought by subscribers as such form 2 is not required to be filed for that. Further they are deemed members and shareholders of the Company as they subscribe MOA and file other incorporation documents with ROC.

Regards,

CS Nitesh Agarwal

sanjay (FCA) (322 Points)
Replied 03 January 2011

form 2 is to be filed as it is allotment to subscribers of moa

form 2 is to be filed for allotment to any body

and it is not to be filed at the time of original subscripttion (formation of the company) and after that it is to be filed for every allotment as it is for return of allotment

Jaideep (Service) (1368 Points)
Replied 04 January 2011

Dear Rajeev,

By declaration I mean, the declaration which we tick in form 1.

Regards

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CS MD Osman Akthar (Company Secretary & CA(Final)) (78 Points)
Replied 04 January 2011

Dear Friends,

Allotment of shares will arise in course of Application for Allotment and Form 2 is must, where as subscripttion to MoA is itself a declaration of Allotment, hence no Form 2 is required.