Subscription of moa & aoa by a company

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amit trivedi (Querist)

30 October 2012
Can a Limited company subscribe Moa and AoA to incorporate a new company by authorising any of the director of the existing company by resolution? Can any one having such type of Resolution, please send me.

Thanking you

Ajay Mishra

Ajay Mishra (Expert)

30 October 2012 Hi

Its nominee will sign the MOA and AOA on behalf of the company.

Ajay Mishra

Ajay Mishra (Expert)

30 October 2012 Department's circular of subscription through Attorney or Agent:

The Department has issued a Circular No. 8/15/8, dated 1-9-1958 that an agent may sign the Memorandum on behalf of a subscriber, if he is authorised to do so by a power of attorney. Department Circular No. 1/95, dated 16th February 1995 states that only one power of attorney on usual stamp paper from all subscriber or directors is enough. The Registrar of Companies should not insist upon any authorisation from the Board of directors for appointing a power of attorney. Such type of authorisation are commonly used in three types of situations:—
(1) Corporate Subscriber: A company being an artificial and legal person may be a subscriber to the Memorandum and Articles of Association. In order to subscribe for the Memorandum and Articles of Association, the Board of directors of the company shall by resolution under section 292(1)(d) authorise a person as its attorney to sign the various documents for and on behalf of the company. The Board shall also authorise for execution of a Power of Attorney in favour of the said person. Since it is required for every subscriber having a share capital to take at least one share, therefore it should be mentioned in the resolution of the Board that how many shares the company proposes to take. Provisions of section 372A shall also be considered.
(2) Where any of the subscribers is not available: In such a situation, he may constitute an attorney and authorise any person capable of entering into contract, to sign the documents on his/her behalf. The said Power of Attorney is required to be executed on non-judicial stamp paper of such value as per the Stamp Rules, applicable in the State where the registration of the company shall take place.
(3) Subscription by illiterate person: An illiterate person subscribing the Memorandum can also authorise an agent to write for him and sign the Memorandum and Articles on his behalf through a power of attorney. Alternatively, he can put his left hand thumb impression on the column for signature and his name, address and occupation and the number of shares agreed to be taken by him be written by the person writing for him. The latter person should read and explain the contents of the documents to the illiterate person and make an endorsement to that effect on the document at the appropriate place.

amit trivedi

amit trivedi (Querist)

30 October 2012 Thanks sir,

Can any draft resolution for the same.

Ajay Mishra

Ajay Mishra (Expert)

30 October 2012 No dear....

I don't have any draft.

amit trivedi

amit trivedi (Querist)

30 October 2012 Thanks sir,

Will the following Board reslution Ok. and also needs Power of Attorney?

RESOLVED THAT __________, Authorized representative of the Company be and is hereby authorized to sign and subscribed the Memorandum of Association and Articles of Association of the Company for 5000 (Five Thousand) equity shares of Rs. 10/- each in _________ Private Limited (to be incorporated), on behalf of the Company and to be a Director of the Company to be incorporated and to do all such acts and things may be necessary in this connection.”

RESOLVED FURTHER THAT Mr. _____________, Director of the Company be and is hereby authorized to execute a Power of Attorney in favour of ___________, to subscribe 5000 equity shares on behalf of the Company and to do all such acts and things may be necessary in this connection.”

For, _____________

( ) ( )
Director Director

Date:
Place:.

Ajay Mishra

Ajay Mishra (Expert)

30 October 2012 Hi

Resolution will be under section 292(1)(d) or under section 372A.

amit trivedi

amit trivedi (Querist)

30 October 2012 “RESOLVED THAT pursuant to the provisions of Section 292 (1)(d) and other applicable provisions, if any, of the Companies Act, 1956 or subject to such modification and re-enactment thereof, consent of the Board of directors of the Company be and is hereby accorded for making investment not exceeding to Rs. 50,000 (Rupees Fifty Thousand Only) by subscribing Memorandum and Articles of Association of M/s. ________________ Private Limited (to be incorporated).
"FURTHER RESOLVED THAT Mr. _________, Director of the Company, be and is hereby authorized to do all such acts ,deeds and things as may be required to give effect to this resolution.”

Then the above resolution sir ok?

Is the Power of Attorney in addition to the Resolution?

Ajay Mishra

Ajay Mishra (Expert)

30 October 2012 Hi

it is good. POA is not required for director.

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