Sunil Kumar Gaur (Accounting & Taxation Indian and Australian) (273 Points)
06 June 2013When a new Pvt Ltd company is registered with subscribers of MOA agreeing to subscribe to shares ( usually at least worth 1 Lac) then
1. Is it required to issue these shares ?
2. Is it required to file return of allotment ?
3. What if comany has not alloted these shares and the whole year is over ?
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 07 June 2013
Dear Sir,
Kindly appreciate 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 formal 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. (as told you earlier).
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 DEEMED ALLOTMENT TO SUBSCRIBERS AND DATE TO BE MENTIONED ON SHARE CERTIFICATE
Date of deemed allotment to subscribers may/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:
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. Well the above reply is based on my personal opinion and you may wait for the opinion of other members.
In case of any doubt please post it. I’ll definitely try my best to solve it.
Regards
Ankur
Sunil Kumar Gaur
(Accounting & Taxation Indian and Australian)
(273 Points)
Replied 07 June 2013
Dear Ankur
Thanks for your reply. It was detailed and complete.
Regards
Sunil
CAclubindia
