14 June 2010
I assume that you have obtained DIN for all the Directors. Is the subscriber to MOA is a Director or Not? Your first job is to file DIN 3 for the Company, otherwise you may not be able to file any forms. If he is a subscriber to Memorandum, he should have undertaken to subscribe for a specified no. of shares in MOA, and these shares should have been allotted and form 2 filed before the specified period. Whether he is a Director or not is not clear in your question. If he is a Director he should cease to be a Director by resignation and Form 32 has to be filed. He may sell or transfer his shares to designated person as agreed. If he is not willing, this cannot be done. There is not question of removing from MOA.
14 June 2010
We have not obtained any DIN for that director, he has subscribed for 10 shares in MOA and i think no separate Form 2 is necessary for this allottment and hence that too is not made.
The only connection the company has with that person is his name in MOA, now how can we avoid?? We have not issued a share Certificate to him...
The fact that the subscriber is a director or not is not relevant. The subscribers to the MOA are deemed shareholders. Form 32 or DIN 3 does not come into picture. Moreover, the DIN rules have been amended long back and now DIN 3 is not required to be filed. Only Form 32 is sufficient.
form 2 is not required for the subscribers of MOA.
In my view, you cannot avoid the connection in MOA.
14 June 2010
I totally agree with the clarification given by Mr.Rasesh. He can concurred with my view that the Company can not remove from MOA and thus avoid it. I think this is the main concern of Mr.CA Shiburaj who has raised the issue.
CAclubindia
