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Need a resolution

Sonam Bidasaria (CA) (770 Points)

27 January 2011

Hello frnz

Plz provide me a board resolution for inviting teh application money from the proposed shareholders.

Thanx in advance.

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5 Replies

nidhigoel89 (Company Secretary ) (594 Points)
Replied 27 January 2011

Hello!

I guess u just need to pass the resolution at the time of allotment. There is no such resolution for calling the application money.

Is ur co. a pvt. co or a public co.....u just need to follow the procedure as per the type of Co.

Regards

Nidhi

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Sonam Bidasaria (CA) (770 Points)
Replied 27 January 2011

It is private company, but i have been asked to prepare the minute for the same.

Jaideep (Service) (1368 Points)
Replied 28 January 2011

You can incorporate the details in the minutes for the noting of the Board. Resolution is not required. It will be when company is going to issue shares and thereafter at the time of allotment.

Regards

cs ashwini kumar (Company Secretary in Practice) (173 Points)
Replied 28 January 2011

A Private Limited Company can't invite for shares pursuant to provisions of Section 3(1)(iii) read with AOA. Accordingly the private company can only allot the shares on the basis of private placement and for that no need to pass such type of resolution. As Mr. Jaideep rightly said that only after receipt of application money and on allotment you will have to pass the resolution for such allotment.

best regards

CS Ashwini Kumar

Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 10 February 2011

It is true that a private company cannot invite the public to subscribe for shares but I don't think there is any problem inviting the exisiting shareholders or Directors or their friends and relatives to pay for the application money / calls for the shares agreed to be taken by them. E.g. Subscribers to the Memorandum, if they have not paid any money, the Board may decide to call for the application money and a resolution to that effect can also be passed. Similarly Shareholders Agreement may contain such provision that the Shareholders shall buy specified number of shares on a specified date. In such case, the private company can invite the shareholders to pay for the application money, calls, etc.