Hi,
I want to Know that if a company makes allotment of equity shares to its subscriber which is mentioned in the MOA, whether there is any requirement of filing form 2 with ROC.
If not, then where it is exempted, becoz as per section 75, every allotment requiring filing of form 2.
Thank U.
Rajeev Nayak
Dear Rajeev,
U must have to file form no. 2 for the further allotment. There is no exemption at all.
For Subcription Form 2 is not required. Its not an allotment. its a minimum / initial capital with which subscriber intends to form the company. While uploading form 1 for the incorporation, we have to provide declaration that money against shares subscribed has been received and company will make allotment.
It, therefore will remain on the records of the Registrar. For any further allotment, irrespective of promoter / subscriber / Directors, company needs to file return of allotment
Regards
Jaideep Pandya
Agree with Jaideep...
Dear Rajeev,
Shares allotted to the subscribers to the MOA are not basically allotment of shares. It is a deemed allotment. It is also not required to allot them shares in a board meeting.
Therefore, form 2 is not to be filed regarding this allotment.
Thanks all for reply.
with regards to Jaideep answer, i would like to say that at the time of filing of form 1, we are not filing any declaration from subscribers. when they makes payment, allotment is made in the Board minutes.
thus i think even in case of allotment to subscribers, from 2 is required to be filed.
any other view will be appreciated.
Thanks
Rajeev Nayak
| Originally posted by : Rajeev kumar Nayak | ||
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Thanks all for reply. with regards to Jaideep answer, i would like to say that at the time of filing of form 1, we are not filing any declaration from subscribers. when they makes payment, allotment is made in the Board minutes. thus i think even in case of allotment to subscribers, from 2 is required to be filed. any other view will be appreciated. Thanks Rajeev Nayak |
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The subscribers to Memorandum automatically become members of the company on the date of incorporation by operation of law u/s 41 and their names have to be entered in the register of members, irrespective of the fact whether any money against such shares are outstanding or not. The amt due becomes a debt and company can sue for it. There is no need to pass any resolution for allotment of shares to the subscribers to the MOA in the Board Meeting. The Board has to just take a note of their membership and pass resolution for issue of share certificates.
Hence it is not an ‘allotment’ u/s 75 and no need for filing form 2.
Dear Mr. Rajeev,
At the outset, i would like to wish all the members a very Happy and Prosperous New year 2011.
Coming to the Rajeev's point, followings the clarification;
Form 2 is not at all required to be filed at the time of subscripttion of shares, however for all the further allotments irrespective whether he is a subscriber or not, form 2 shall be filed with ROC.
As far as declaration is concerned, form 1 itself is a declaration of incorporation of a company and the initial capital is intended to be brought by subscribers as such form 2 is not required to be filed for that. Further they are deemed members and shareholders of the Company as they subscribe MOA and file other incorporation documents with ROC.
Regards,
CS Nitesh Agarwal
form 2 is to be filed as it is allotment to subscribers of moa
form 2 is to be filed for allotment to any body
and it is not to be filed at the time of original subscripttion (formation of the company) and after that it is to be filed for every allotment as it is for return of allotment
Dear Rajeev,
By declaration I mean, the declaration which we tick in form 1.
Regards
Dear Friends,
Allotment of shares will arise in course of Application for Allotment and Form 2 is must, where as subscripttion to MoA is itself a declaration of Allotment, hence no Form 2 is required.
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