Whether promoters and suscribers to Memorandum can be differ

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Sheetal (Querist)

04 March 2011 Hi

I m in the process of forming a new company
In form 1A i hv mentioned A & B as promoters now while filing company wants A & C to be subscribers....is this possible...what are the formalities?

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)

04 March 2011 Pl obtain a no objection letter from B and a consent letter from C and procced with incorporation formalities. While filing e-form 1 both these letters must be attached as optioal attachment.

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Sheetal

Sheetal (Querist)

05 March 2011 Can You provide me with format of such No Objection Certificate?

Aashok Kumar Sharma online

Aashok Kumar Sharma

(Expert)

03 August 2025 Yes, it's possible for the subscribers to the Memorandum of Association (MoA) to be different from the names mentioned as promoters in Form 1A, since Form 1A (Name Approval) is an initial step and not binding — as long as appropriate documentation is submitted.

Since you need a No Objection Certificate (NOC) from person B (originally named as promoter in Form 1A but not subscribing to the MoA), here is a sample format:

📝 Format: No Objection Certificate (NOC) by Original Promoter
NO OBJECTION CERTIFICATE

I, [Full Name of B], S/o / D/o / W/o [Father's/Mother's/Spouse’s Name], residing at [Address], had given my consent to be named as a promoter in Form 1A filed for proposed company [Proposed Company Name].

However, I do not wish to be a subscriber to the Memorandum of Association of the said proposed company.

I hereby give my No Objection to the change, and I have no objection to Mr./Ms. C being named as a subscriber in my place.

This declaration is being given for submission to the Registrar of Companies in connection with the incorporation of the proposed company.

Date: [Date]
Place: [City]

Signature: ___________________
Name: [Full Name of B]

You should also attach a Consent Letter from C stating that they agree to be a subscriber to the MoA.

Let me know if you need a format for the consent letter from C as well.

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