hi i m agree with christo...............
 

hello

According to section 41 of the companies act 1956, the subscribers of the MOA are deemed to be members of the company and every other person whose name is entered as beneficial owner in the records of the depository would fall in the defination of "member".

So, it can be drawn that the directors even if not having ownershio of single share can be member of the company provided they are subscribers of the MOA while incorporation of the company.

According to section 41 of the companies act 1956, the subscribers of the MOA are deemed to be members of the company and every other person whose name is entered as beneficial owner in the records of the depository would fall in the defination of "member".

So, it can be drawn that the directors even if not having ownershio of single share can be member of the company provided they are subscribers of the MOA while incorporation of the company.

Sayin under a general sense,

membership is restricted only by two ways

1. Signing and accepting the AOA and MOA

2. Buying Shares of the co./Having the name mentioned in the Register of Members.

A director(without any shares) can be a member of the Co. being directed, unless the AOA, expressely mentions that Directorship is restriected to people with a minimum no. of shares.

Hence in this case, u need to explain whether the AOA is silent about the issue?

If Yes, Voila the Director is a Member.

Hope i was of sum help.

PLease correct my mistakes if any.

THANX TO ALL!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!

T41. Definition of "member"

(1) The subscribers of the memorandum of a company shall be deemed to have agreed to become members of a company, and on its registration, shall be entered as members in its register of members.

(2) Every other person who ¹[agrees in writing ] to become a member of a company and whose name is entered in its register of members, shall be a member of the company.

²[(3) Every person holding equity share capital of a company and whose name is entered as beneficial owner in the records of the depository shall be deemed to be a member of the concerned company.]

So it is clear from the above wording that Directors has to subscribe for qualification shares if any as prescribed by its AOA to become the member of the co. Without holding shares no one can become the member.

My question to all...who are favoring the view that just by subscribing to MOA / AOA director become the member. In case of voting by members, in what proportion they will be able to vote.......even if they don't hold even a single share????? iF you are treating them as member??

The subsection 1 to section 41 creates a deeming fiction, which triggers only when subscriber to AOA / MOA become entitle to have their name in the Register of Members.

One more Question in support of my view.....If name of such directors will come in hareholder's Register then how many shares will come against their name if they don't have any..?

yes