Company law
This query is : Resolved
29 August 2013
Are the directors required to sign on MOA ??
and Are the directors known as Sub-scribers??
and Are the directors known as Sub-scribers??
29 August 2013
Hi
Always, promoter will sign the subscriber sheet. The subscriber can be director and he will be deemed to be first director whose name is mentioned in AOA of the Company.
Always, promoter will sign the subscriber sheet. The subscriber can be director and he will be deemed to be first director whose name is mentioned in AOA of the Company.
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29 August 2013
In certain cases the subscribers shall be deemed to be the first directors:
In the absence of any provision regarding appointment of first directors then the subscribers to the Memorandum, who are individuals, shall be the first directors of the company.
The DCA in its Letter No. 8/25(254)/64-PR, dated 19-5-1964 has confirmed that the words "until the directors are duly appointed in accordance with section 255 occurring in section 254" refer to the point of time prior to the appointment of individuals either by the company in general meeting or by person or persons having right to appoint directors by virtue of powers conferred on them by the Articles of Association or the company.
Thus the subscribers to the Memorandum shall cease to be directors of the company when individuals are appointed as directors either by the company in general meeting or by persons in exercise of the powers in that behalf conferred on them by the Articles.
The words "in default of and subject to any regulations in the Articles" occurring in section 254 show that, the subscribers of the Memorandum who are individuals are deemed to be the directors of the company when the Articles do not make any provision for some individuals acting as directors of the company until the appointment of individuals as directors in general meeting or by other persons in accordance with section 255. In other words, if the Articles of Association of the company make provisions for some individuals acting as directors of the company after its incorporation and prior to the appointment of individuals as directors in accordance with section 255, then section 254 is never attracted."
In certain cases the subscribers shall be deemed to be the first directors:
In the absence of any provision regarding appointment of first directors then the subscribers to the Memorandum, who are individuals, shall be the first directors of the company.
The DCA in its Letter No. 8/25(254)/64-PR, dated 19-5-1964 has confirmed that the words "until the directors are duly appointed in accordance with section 255 occurring in section 254" refer to the point of time prior to the appointment of individuals either by the company in general meeting or by person or persons having right to appoint directors by virtue of powers conferred on them by the Articles of Association or the company.
Thus the subscribers to the Memorandum shall cease to be directors of the company when individuals are appointed as directors either by the company in general meeting or by persons in exercise of the powers in that behalf conferred on them by the Articles.
The words "in default of and subject to any regulations in the Articles" occurring in section 254 show that, the subscribers of the Memorandum who are individuals are deemed to be the directors of the company when the Articles do not make any provision for some individuals acting as directors of the company until the appointment of individuals as directors in general meeting or by other persons in accordance with section 255. In other words, if the Articles of Association of the company make provisions for some individuals acting as directors of the company after its incorporation and prior to the appointment of individuals as directors in accordance with section 255, then section 254 is never attracted."
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