Who are the subscriber of memorandum. are all promoters by default subscribe to memorandum.
This query is : Resolved
28 July 2013
Who are the subscriber of memorandum. Are all promoters by default subscribe to memorandum.
28 July 2013
Hi
Promoter is the person who promote the company by subscribing share capital of the company.
A company limited by shares is incorporated by subscriber/promoter by taking shares of the company.
So, for new company promoter and subscriber have the same meaning. So you can not say it is by default.
Promoter is the person who promote the company by subscribing share capital of the company.
A company limited by shares is incorporated by subscriber/promoter by taking shares of the company.
So, for new company promoter and subscriber have the same meaning. So you can not say it is by default.
28 July 2013
The last clause in the Memorandum is 'Declaration of Association' or the Association Clause. This is a very important clause in the Memorandum of Association, by which it shall be ascertained, who are the real promoters of the company. This decides the authenticity of the Association being formed into a company. The fact that the particulars of this clause are written in own handwriting and signed by the subscribers and witnessed, makes it a binding contract on the subscribers to abide by the clauses specified in the Memorandum. It reads as under:
"We, the several persons, whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of the Memorandum of Association and respectively agree to take the number of shares in the capital of the company set opposite our respective names". Generally, this clause is given in a proper table which contains the names, father's name, addresses, occupations and age of subscribers and the number of shares has been undertaken to be subscribed by them.
Where a person signs in a language other than the language of the Memorandum, or an illiterate person, it has to be ensured that he/they is conversant with the contents of the documents. Hence, the contents of the same have to be fully communicated to such persons, in his/their language, to enable him/ them to understand it in the same sense as it is meant in the Memorandum. The signatures/thumb impressions are required to be authenticated by a witness. The person witnessing the signature of the subscriber shall make an endorsement to this effect on the document with signature and in case of a professional, his membership number of the professional body should also be stated.
Where a company is having share capital, such subscribers shall take not less than one share and he shall write opposite his name the number of share he agree to takes. It is advisable that all the subscribers shall take such number of shares whose value aggregates not less that the minimum paid up capital required under the Act.
The last clause in the Memorandum is 'Declaration of Association' or the Association Clause. This is a very important clause in the Memorandum of Association, by which it shall be ascertained, who are the real promoters of the company. This decides the authenticity of the Association being formed into a company. The fact that the particulars of this clause are written in own handwriting and signed by the subscribers and witnessed, makes it a binding contract on the subscribers to abide by the clauses specified in the Memorandum. It reads as under:
"We, the several persons, whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of the Memorandum of Association and respectively agree to take the number of shares in the capital of the company set opposite our respective names". Generally, this clause is given in a proper table which contains the names, father's name, addresses, occupations and age of subscribers and the number of shares has been undertaken to be subscribed by them.
Where a person signs in a language other than the language of the Memorandum, or an illiterate person, it has to be ensured that he/they is conversant with the contents of the documents. Hence, the contents of the same have to be fully communicated to such persons, in his/their language, to enable him/ them to understand it in the same sense as it is meant in the Memorandum. The signatures/thumb impressions are required to be authenticated by a witness. The person witnessing the signature of the subscriber shall make an endorsement to this effect on the document with signature and in case of a professional, his membership number of the professional body should also be stated.
Where a company is having share capital, such subscribers shall take not less than one share and he shall write opposite his name the number of share he agree to takes. It is advisable that all the subscribers shall take such number of shares whose value aggregates not less that the minimum paid up capital required under the Act.
28 July 2013
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.
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.
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