The incorporation of a company is no easy task. The Memorandum of Association (MoA) is the primary document of the company, outlining all the basic information about the company, its powers and functions. A subscriber, in a company, is an original and one of the first shareholders of the company. A subscriber subscribes to the shares of the company at the time of its incorporation. For the purpose of incorporation, private companies need to have at least 2 subscribers, public companies, 7 subscribers, and one-person companies, 1 subscriber.
Who Can Be a Subscriber?
Any of an individual or firm or body corporate is eligible to become a subscriber in a company. However, in terms of a One Person Company, there is an exception. The subscribers to an OPC have to be individuals. Where a firm or company wishes to become a subscriber, a representative is appointed for that respective firm or company.
Contents of the Subscribers’ Sheet
The Subscribers’ Sheet to the Memorandum is an important document of proof that is to be submitted at the incorporation stage of the company. It provides details regarding the first members of the company and the respective shares held by them at the time.
- Serial Number: Although this is not an essential part of the document, it is always beneficial to have a serial number column so that it helps in better presentation of a table. It also serves as a guide when it comes to referencing a particular section or line of the table.
- Name, Address, PAN and Occupation of the Subscribers:Name of the subscriber, including his/her name, father’s/spouse’s name has to be mentioned clearly in the document. The full correspondence address must also be provided, complete with the pin code as well. A valid PAN card number has to be submitted alongside the aforementioned details. The occupation is another field that is required to be filled in the sheet.
Where the subscriber is a body corporate (Company/LLP), the director/designated partner of such body corporate shall sign on behalf of the same. However, it is to be noted that the signature affixed on the document of such director/designated partner will not be in his personal capacity, but as a representative of such body corporate.
- Number of Shares: The total number of shares subscribed by that particular subscriber has to be mentioned in full in the second column. The idea behind mentioning the number of shares is simply to convey to the readers of the document that the subscriber has undertaken that specific amount of shares and will be held liable for the amount equal to the value of those shares that he has so subscribed. It needs to be noted that the sum of the total number of shares subscribed by each person should be equal to the total number of shares offered.
- Signature: The signature of the subscriber officially binds them to the document in the capacity of a subscriber and confirms that they are officially the first-ever shareholders of the company. For those of the subscribers who happen to be illiterate, provision can be made for a thumb impression to be affixed in place of a signature. It is of utmost importance that the contents of the Subscribers’ Sheet are conveyed to the illiterate person by a literate person.
- Witnesses: The role of the witness is to confirm the already filled in details in the Subscribers’ Sheet and give it credibility. Ideally, the Subscribers’ Sheet is signed by a practising Chartered Accountant or Company Secretary who, in addition to his signature being affixed, must also provide details regarding his name, address, occupation, and most importantly, his/her membership number.
Format of the Subscribers’ Sheet
We, the several persons whose names and addresses are here subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association. We hereby agree to undertake the below-mentioned specified number of shares:
Name, Address, Occupation, PAN of the Subscriber
Number of Shares
Signature of the Subscriber
Name, Address, Occupation and Signature of the Witness
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Can the Subscribers’ Sheet to Memorandum be Altered?
The Subscription Clause of the MOA is the one clause that cannot be altered, no matter what. Irrespective of whether the subscribers remain members or not, the Subscribers’ Sheet cannot have any changes made to it.
When Should the Subscribers’ Sheet be Submitted?
At the time of filing for the incorporation of the company, the Subscribers’ Sheet to the Memorandum serves as an essential supporting document, evidencing that the rules laid out by the Companies Act, 2013 are being complied with.
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