MoA(Memorandum of Association) Subscriber Sheet is basically a hand-written document which contains details about the share-holding of the company. It is one of the main documents executed in the process to incorporate a company. The Share Certificates of the company are issued in accordance with the subscriber sheet in the first Board Meeting of the company. Basically, to complete the formality of the subscriber sheet, each individual Promoter (Shareholders at the time of Incorporation) has to hand-write the number of shares they will be holding and sign the document. Let’s look at the Subscriber Sheet and what it means for your company in detail along with the various fields of the subscriber list.
MoA Subscriber Sheet Format
Name, Address, PAN, Occupation of Subscribers
All subscribers of the MoA and the AoA of a company have to hand-write their name, spouses names, an address of correspondence as well as current occupation. The background of the subscriber is irrelevant whether, Foreign national, NRI, or a resident, literate, Illiterate, as long as the company deems them competent enough to enter into an agreement.
In case that a company or an LLP or any other foreign entity has acquired the status of a shareholder, a signature and details from the director of the corresponding company will make do. In addition to the director, any employee of the entity duly authorized by the board of directors can sign on behalf of the company. The only condition is that the person responsible for signing on the organization’s behalf cannot themselves subscribe to the MoA in a personal capacity.
Number of Shares
In the column next to the one pertaining to name, address, description, and occupation, the subscribers should be ready with the information on the number of shares the of the company they wish to subscribe to. Of course, the total number of shares mentioned by each subscriber should add up to the total number of shares being offered in total. In the process of declaring the number of shares and signing their name, subscribers are entering into an agreement deeming themselves as signatories forming themselves into the company and also undertaking the shares mentioned and have liability to the number of shares mentioned.
The signature column as the name suggests is where the proposed subscriber must affix their signature. The subscriber has to sign this sheet in the presence of a witness who would attest their signature. If the subscriber is illiterate they can affix their thumb impression. In the case of thumb impression, a witness or any other person must describe the procedure for them and along with the thumb impression, the name and the signature of the subscriber must be written as well. It is also imperative that the witness/ person writing on behalf of the illiterate person to carefully explain the contents of the memorandum and the articles of association and in the process making the endorsement towards MoA and AoA.
There should be a witness present in the signing of the MoA and AoA of the company, a person who will attest the signatures of the subscribers and will likewise furnish details about themselves i.e. name, address, and occupation etc. A statement from the witness is required to fully attest the signatures. The statement goes as follows “I witness to the subscriber(s), who have subscribed and signed in my presence at (Place) on (Date); further, I have verified his or their identity details for their identification and satisfied myself of his/her/their identification particulars as filled in”. In case the witness is a practicing member of a professional body like (CA or CS or CWA), then the membership number and certificate of practice number should be mentioned as well.
Foreign Nationals & NRI Subscribers
If the subscriber of a particular company is an NRI (Non-Resident Indian) attempting to sign the MoA subscriber sheet from outside India, their signature has to be witnessed by a public notary belonging to the particular country. It could also be an officer from the embassy.
Foreign Individuals residing out of India have to follow the following guidelines for successfully signing the MoA subscriber sheet.
If the relevant subscriber is residing in a country which is part of the commonwealth their details like the signature, address proof and proof identity has to be notarized by a notary public in that part of the commonwealth.
Subscribers belonging to the Hague Apostille Convention, 1961 will have to get their details on AoA and MoA such as signature, address proof, as well as proof of identity should be attested and verified in the presence of the Notary public of the country of origin. In addition to this, concerned subscribers need to be apostilled in accordance with the Hague convention
If the subscriber is residing in a country, not in the commonwealth or not within the governance of the Hague Apostille Convention their particulars like on the MoA and AoA like address proof signature, proof of identity, should be verified and attested by a Notary Public of the concerned country. in addition to this, the certificate of the notary public should be authenticated by a Diplomatic or Consular Officer empowered on his behalf in accordance with the Diplomatic and Consular Officer Act, 1948
In case the subscriber has a valid business visa and he signs the MoA subscriber sheet in India then the incorporation would be approved immediately in presence of a witness.
Himanshu Jain is the founder of LegalRaasta – India's top portal for registration, trademark, return filing and loans. Himanshu is a CFA (US) & MBA (ISB). He has over 8+ years of corporate / consulting experience with top firms like McKinsey