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Subscriber to moa died before allotment of shares

KANIKA (company secretary) (29 Points)

24 July 2015

A Co. was incorporated with 10 subscribers. one of them has died before allotment could be made in first board meeting. Now what should be the course of action in respect of the no. of shares written against his name in MOA Subscribers Table?

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8 Replies

Tarun (AM) (216 Points)
Replied 24 July 2015

File the change in Name clause with ROC.

KANIKA (company secretary) (29 Points)
Replied 24 July 2015

I am talking about Subscriber clause. Not name clause

prakash (Company Secretary) (1352 Points)
Replied 24 July 2015

Kanika,

Has the Company received money from subscriber for subscripttion of shares, who has expired ? if yes, shares to be transmitted to Registered Nominee or Legal Heir or as in prescribed in probotion or succession certificate.

If Company has not received subscripttion money from Subscriber, in that case, subscribers liability is still subsisting, his registered nominee or legal heir has to pay the subcription money and get the shares trasmitted in their names.

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KANIKA (company secretary) (29 Points)
Replied 24 July 2015

thanks Prakash for your reply. Subscriber has not yet paid the money.

now is his nominee obligated to subscribe for those shares?

KANIKA (company secretary) (29 Points)
Replied 24 July 2015

And on basis of what legal provisions u r saying this? can u pls clarify

prakash (Company Secretary) (1352 Points)
Replied 24 July 2015

It can be enforced as civil liability in a court of law, there are no prescribed provisions in CA, 2013.

KANIKA (company secretary) (29 Points)
Replied 24 July 2015

But as per the general law, this contract has become impossible to perform as subscriber has died. How we can compel the legal representative to subscribe for the shares as declared by the deceased?

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 27 July 2015

Section 2(55)(i):

"member in relation to a company means ---

(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;

Section 10(2):

"All monies payable by any member to the company under the memorandum or articles shall be a debt due from him to the company."