Body Corporate as subscriber to MOA AOA

A person who is an authorized representative of a body corporate, at the same time, cannot be a subscriber to the MoA / AoA (either in an individual capacity or as authorised representative of another body corporate) as per Rule 13(4) of Companies (Incorporation) Rules, 2014 and the proviso therein

 

I have received this query while incorporating the co., in this case there are 3 subscribers 2 directors who are common in both the body corporates and one body corporate which is represented by an Authorized Representative other than above 2 Directors. Is this not allowed?

authorized representative here is not holding shares in his individual capacity in the new body corporate to be incorporated

Replies (3)
Quick Summary
This discussion clarifies whether a body corporate can act as a subscriber to a Memorandum of Association (MOA) and Articles of Association (AOA). According to Rule 13(4) of the Companies (Incorporation) Rules, 2014, an authorised representative of a body corporate cannot simultaneously be a subscriber to the MOA/AOA, either personally or as a representative of another body corporate. The query highlights a scenario where a new company has three subscribers: two individuals and one body corporate represented by an authorised representative who isn't a shareholder in their own right. The core issue is whether the shares should be listed under the body corporate's name directly, with the authorised representative only signing on its behalf, rather than the representative being listed as the subscriber.

There are 3 subscribers

Yes three subscribers 

 

(A) holding shares in individual capacity

(B) holding shares in individual capacity

(C) Body corporate shares held by Authorized rep. Mr. D

Why it is not in the name of Body Corporate only. AR is required only for signing on behalf of Body Corporate, otherwise as a Subscriber, the name of Body Corporate should be there. 

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