Ankur and Sumit:

Your replies are appreciated.

Any thoughts on the following:

In case of transfer of shares of subscribers who do not take want to take shares, do these subscribers require to deposit their capital in the company before effecting transfer?

Regards.

R N Madaan

Originally posted by : R N Madaan
	Ankur and Sumit: Your replies are appreciated. Any thoughts on the following: In case of transfer of shares of subscribers who do not take want to take shares, do these subscribers require to deposit their capital in the company before effecting transfer? Regards. R N Madaan

YES.

Agreed that formal form 2 is not required to be filed for subscribed shares. But ownership comes only after payment of subscripttion amount.

However if form 1 for incorporation is still pending filing then you may change the name of subscribers without effecting any transfer. But in that case you have to attach an affidavit regarding change in subscribers from that menioned in form 1A.

To conclude subscribed shares can be transfered later.

Regards

Hi Friends!

It's gr8 to be a member of CA Club which is highly interactive forum for professionals.

Any thoughts on the following:

A Pvt. Ltd. Companay is formed by  three subscribers. After incorporation one subscriber(Foreigner) pays his contribution in full. But other 2 subscribers back away and do not deposit their contributions. Now the Company wishes to allot the shares of backed away subscribers to a foreign company. (The activity is under automatic approval route).  

How should the company proceed in such a case? How to effect transfer without actually receiving money from from backed away subscribers?

Thanks.

on an enquiry over the net over an issue i found this discussion of paid up capital vs Subscribed capital, which is highly appreciable.

I require an advice on some points, before that let me elaborate the issue step by step.

1-There was a partnership firm running a hospital with an bank loan.

2- The Hospital as projected could not fetch enough cash flow to refund the bank loan.

3- Bank advised the partnership firm to introduce some Doctors who can pump capital.

4 - The intrested doctors agreed on condition that they will be a part only if the shape of entity is a Company registered as per law.

5- at last 2 doctors 2 (d-1,d-2) and partners(p-1,p-2) of partnership firm form a pvt ltd company on 19th March 2010 with an agreement that they will take over the hospital for 3 crores after formation of company where there share holding pattern will be d1-20% , d2-15% ,p1-60%, p2-5%  and the authorised share capital shall be 1crore (10lakh shares @ Rs 10/-)and premium will be 2 crore.

on take over of hospital the considartion to partnership firm shall be met -out of the subscribed capital 35 lakhs,and remaining in shape of shares,i.e 6,99,800 shares.

6- the MOA filed with roc that subscripttion to capital d1-2,00,000  d2- 1,50,000  p1-100 p2-100 shares

7- after formation of company the doctors could not arranged the fund ,it is decided they will issue only 5lakhs shares out of 10lakhs share and from that 5 lakh. d-1 will take only 6.5% i.e 32500share

d2-9.5% i.e 47500 shares and

the partners shall be given 420000 shares againest their considaration .

8- and they agreed to pay premium of Rs 38 per share.

9- now the Take over agreement signed beetween the parties.

10- the query is how to file returns for the same. a) form-23 registering the resolution for take over

 b) form -2 allotment of shares to d1,d2,p1,p2

Advisory is solicited urgently.

Whether a Subscriber to the Memorandum can transfer those shares taken at the time of initial subscripttion to any other person????

To the above query.. Yes, subscribers to MOA can transfer shares at later date to anyone.

Dear Sir,

If any of the subscriber does not pay for the share amount, how can he transfer the shares?

SEcondly what would be the legal status of the company to continue without having the minimum amount of paid up capital (Rs. 1 lac in case of private limited company) and for how long such situation can continue.

If the subsriber is the deemed member, shall it be necessary to allot him the shares when he pays for the same and in that situation, whether form 2 shall be required to be filed.

Kindly advise.

Rgds.

Vinod K Aroraj 

Hi all,

Can shares be issued to subscribers of memorandum at premium?