MoA Subscriber Sheet: A Complete Overview

Incorporating a company in India attracts a copious amount of paperwork and compliances. The Memorandum of Association serves as a charter document of the company as it pens down all the elementary details about the company, its functions and powers. A subscriber in a company refers to the first shareholders of the company. The subscriber subscribes to the company’s share at the time of its incorporation. This write-up briefs out the role and significance of an MoA subscriber Sheet in detail

Norms around subscribers’ numbers

The companies Act, 2013 pens down the requirement of a minimum of number subscribers required at the time of incorporation against different business structures. This requirement is as follows;

• Private company : 2 subscribers
• Public companies: 7 subscribers
• One person companies: 1 subscriber

What are the criteria for becoming a Subscriber?

Any individual or body corporate or company can become a company’s subscriber. But, in the case of OPC i.e. One Person Company ,Subscriber must be individuals. Where a company intends to become a subscriber, a representative is appointed to serve that purpose.

Key Particulars of the MoA subscriber Sheet

The MoA subscriber Sheet is a key document submitted during the incorporation process.

First member info

It entails particular about the first members of the company and their shareholding status for the time being.

Subscribers’ Name, Address, PAN and Occupation

• The subscriber’s name, father’s/spouse’s name must be explicitly mentioned in the document. The complete address should be there as well, along with a valid pin code.
• A PAN no. and occupation must be furnished along with the details mentioned above.
• Where the subscriber is acting as a body corporate (Company/LLP), the director/partner of such establishment shall enclose a sign on behalf of the same, without any personal motive whatsoever.

Number of Shares

The second column should reflect the total no of shares subscribed by that particular subscriber. This clarifies the readers about the shareholding status of the subscriber and gives a better idea about their ability to counter losses in testing times.

It’s worth noting that the number of total shares subscribed by each individual must be equivalent to the overall no. of shares offered.

Signature

The subscriber’s signature legally binds them to the document in the subscriber’s capacity and assures that they are officially the very first shareholder of the company.

For subscribers with inadequate academic backgrounds, provisions can be presented for a thumb impression as a signature replacement.

It is vitally important that the particulars of the Subscribers’ Sheet are conveyed to the uneducated individual by an educated person.

Witnesses:

The witness’s role is to authenticate the details included in the subscriber’s sheet. Generally, the Subscribers’ Sheet encloses the signature of the practising Chartered Accountant or Company Secretary. Apart from signature, these professionals are also required to add basic details such as their name, address, occupation, and membership number.

Example of an MoA subscriber Sheet

We, the several individuals whose particulars are here subscribed, are desirous of forming a company according to this MOA. We hereby confirm to undertake the given specified no. of shares;

S.no	Name, Occupation, Address, PAN of the Subscriber	Number of Shares	Subscriber’s Signature	Name, Occupation, Address, and Signature of the Witness

Is MoA subscriber Sheet alterable or not?

The Subscription Clause mentioned under MOA is non-alterable in any conditions. Even if the subscribers end up a non-member, the Subscribers’ Sheet cannot be subject to any changes.

What is the submission norm of the MoA subscriber Sheet?

When filing for the company’s incorporation, the Subscribers’ Sheet acts as a vital supporting annexure, evidencing that the norms set out by the Companies Act, 2013^[1] are being complied with.

An Overview of NRI & Foreign National Subscribers

In case of NRI validating and signing the subscriber sheet

from a place other than India, then his/her signature should be witnessed and authenticated by a public notary of that nation or by an embassy’s official.

In case the signatory of the MOA subscriber sheet is from a country other than India;

• If the subscriber resides in any Commonwealth nation, his/her signature and identity, and address proof should be notarized by a respective Notary Public of that location.
• If the subscriber is residing in a nation falling under Hague Apostille Convention 1961, his/her signature and address, and proof of identification should be authorized before a Notary Public of that nation of his/her origin and be duly attested as per the Hague Convention.
• If the subscriber is residing in a non-commonwealth nation that does not fall under Hague Apostille Convention, 1961, his/her signature and address on the charter documents (AOA and MOA), identification proof, should be notarized via Notary Public of that nation. Moreover, the Notary Public’s certificate should be validated by the Consular Officer or Diplomatic empowered as per the Diplomatic and Consular Officer Act, 1948.
• If the foreign subscriber validates and signs the subscriber sheet in India, then incorporation is only allowed if he/she possesses a valid business visa.

Conclusion

The subscriber is the first shareholder of the company. The subscriber information needs to be appended to the MoA subscriber sheet as per the Companies Act, 2013. The validation of subscribers should also be reflected in such a sheet. Generally, the approval of a practising Chartered Accountant or Company Secretary is required for this purpose.

Read our Article:Memorandum of Association Under Companies Act 2013: Explained