Allotment of Share to Subscribers of MOA after Incorporation

Dear Sir

I have a query  about allotment of shares to subscribers of MOA of Private Limited Company. When Share should be alloted to Subscribers of MOA & AOA to Private Limited Company and how after incorporation of company? Is their need of resolution & any statutory registers to maintain for this? Please describe in detail procedure.

Thank You

Company Secretary

Gnerally the shares are alloted to subscirbers in the first board meeting aftr incorporation, provided they bring in their share of capital.


Issue of Shares to the Subscribers:   
Pursuant to section 41 of the Companies Act, 1956, subscribers to the Memorandum of a Company shall be deemed to have agreed to become members of the company, therefore, it was—
“RESOLVED THAT the names of the Signatories to the Memorandum and Articles of Association of the Company, be placed on the Register of Members and they be issued Equity Shares which they have agreed to subscribe and in respect which a sum of Rs.10 per Share has been received, as per details given below :

Name of the Subscriber
No. of Shares
Distinctive Nos.
Ms. ______
1 to 7000
7001 to 8500
Ms. _______
8501 to 10,000

“RESOLVED FURTHER THAT the Certificate of title to shares be issued under the Common Seal of the Company and be signed by Ms. ______and Ms. _______, Directors of the Company and countersigned by Mr. ________as Authorised Signatory of the Company.”
 If the subscibers donot bring their share of capital before 1st B.M, we can also pass a resolution stating that the subscribers undertake to bring their share of capital soon....

Registers: Enteries to be made in Register of Members (Mandatory)

                    Enteries in Sh. App. & Allotment Reg. (Optional)


In case u have any futher specific query u can plz ask it...

Chartered Accountant

In respect of shares subscribed for through MOA, the allotment has to be made at the first BM of the company. Athough the MOA & AOA is construed as an agreement to take up and subscribe for the shares, a resolution has to be passed for authorising affixing of common seal and dispatch of share certificates.

the company is required to maintain Register of members and preferably Register of Common seal apart from other statutory records.

Company Secretary

Can u please tell me what will be the date on share certificates which issued to Subscribers. Is it the date of incorporation or date of first board meetinf after incorporation of Pvt Ltd. Co.

in case of subscribers to the MOA there is no time frame within which shares should be alloted to the subscribers. but one thing is also note worthy that without getting consideration we can not  make allotment of shares. but in any case allotment should be before the date of first balance sheet date. so far as date of allotment is concerned date of incorporation may be taken as date of allotment. in computing the period for issue of share certificate persuant to section 113 date of incorporation shall be considered.

no return of allotment is required to filed with the ROC in this case.

Chartered Accountant

In my opinion, the date on the share certificate shall be the date of  the board meeting in which the act of allotment is ratified. Although the subsribers are deemed to be members from the date of signing MOA, the share certifcate will be issued, and consequently, their name will be entered in the Register of members after the passing of resolution at Board meeting.

Kindly clarify whether return of allotment has to be filed or not. In my opinion, it has to be filed


Dear Pavan Jain:

Return of allotment is not required for issue of shares to the subscribers to MOA.




Dear frd's

i have a query..


is there is  any time limit to issue the share certificate after allotment of share.. if it is how to comply it

Assistant Company Secretary

Dear sharma,

The share certificate must be issued within 3 months from the date of allotment of shares. It should be issued under the common seal of the company, signed by:

(1) two directors and

(2) company secretary (if the company has a secretary) / an authorised person (if the company does not have a secretary).


Harihasan Karthik

Company Secretary

I have one further query.

In Public limited company, suppose subscribers have not bring share application money after incorporation and more than 10 to 11 months have been passed on. Now subscriber brings their money after 11 months of incorporation, will it be valid ? And can we issue share certificate in this case even after a year of complition of financial year ?

One more thing, can we issue to subscriber to MOA after complition of financial year if they brings money after financial year only. In that case the balance sheet will show capital less than 5.00 lacs. is this possible ?

Kindly explain and reply 




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