Discuss the provisions applicable to signing of Memorandum of Association of a company where the subscriber is: (a) illiterate; (b) a Limited Liability Partnership.

CS Executive · Company Law · PYQS · December 2019
Discuss the provisions applicable to signing of Memorandum of Association of a company where the subscriber is: (a) illiterate; (b) a Limited Liability Partnership.

Answer & Explanation:

(a) Illiterate Subscriber: Section 7(1) of the Companies Act, 2013 read with Rule 13(2) of Companies (Incorporation) Rules, 2014 provides that: Where a subscriber to the memorandum is illiterate, he shall affix his thumb impression or mark which shall be described as such by the person, writing for him, who shall place the name of the subscriber against or below the mark and authenticate it by his own signature and he shall also write against the name of the subscriber, the number of shares taken by him. The type written or printed particulars of the subscribers and witnesses shall be allowed as if it is written by the subscriber and witness respectively so long as the subscriber and the witness as the case may be appends his or her signature or thumb impression, as the case may be. Such person shall also read and explain the contents of the memorandum and articles of association to the subscriber and make an endorsement to that effect on the memorandum and articles of association. (b) Limited Liability Partnership (LLP) as Subscriber: In case where the subscriber to the memorandum is a body corporate, the memorandum and articles of association shall be signed by director, officer or employee of the body corporate duly authorized in this behalf by a resolution of the board of directors of the body corporate and where the subscriber is a Limited Liability Partnership, it shall be signed by a partner of the Limited Liability Partnership, duly authorized by a resolution approved by all the partners of the Limited Liability Partnership: Provided that in either case, the person so authorized shall not, at the same time, be a subscriber to the memorandum and articles of Association. Further, this Subscriber sheet along with MOA & AOA is required to be attached to the E-form SPICE (INC-32) being filed for incorporation of the company, except when e-MOA (INC-33) and e-AoA (INC-34) are required to be filed in certain specified conditions under the digital signatures of each subscriber. The introduction of e-MOA and e-AOA has made hand written subscriber sheet as irrelevant in current date.

Topics: Incorporation of Company

Open in Interactive Practice Hub · Full Practice Hub · Chapter Weightage · More in this subject

Related Questions in this Topic