Guide to MOA Subscriber Sheet

During the incorporation of a company, one of the key documents executed is the MOA subscriber sheet. Based on the undertaking by the promoters in the MOA subscriber sheet, share certificates are issued in the first Board meeting of the company. The promoters of the company must handwrite their names and number of shares taken by them in the MOA subscriber sheet. It is important that the details be handwritten, as it makes it a binding contract on the subscribers to abide by the clauses specified in the MOA. In this article, we look at the signing of the MOA subscriber sheet in detail.

Name, Address, Description and Occupation

The MOA & AOA subscribers must hand-write his/her name, father's/husband name, address, age and occupation. The subscriber can be literate or illiterate, resident or non-resident, Indian national or foreign national. In any case, they must be competent to enter into an agreement.

In case of a company or LLP or foreign entity becoming a shareholder, then the Memorandum and Articles of Association can be signed by a Director, Officer or Employee of the legal entity duly authorized by a resolution of the Board of Directors. The person signing the MOA on behalf of a legal entity, cannot also subscribe to the MOA in a personal capacity.

Number of Shares

The subscriber next to the column containing name, address, description and occupation, must enter in number and words the total number of shares he/she proposes to subscribe. The total number of shares at the bottom of the MOA subscriber sheet must tally with the shares taken by each of the individual subscribers. By signing their name, the subscribers are entering into an agreement as signatories forming themselves into a company and also undertaking to take numbers of shares indicated against their names.

Subscriber Signature

In the signature column, the subscriber must affix his/her signature in the presence of at least one witness who would attest the signature. If the subscriber is illiterate, he/she can affix his/her thumb impression or mark. Then another person must describe the impression or mark, writing for him, along with his name and signature below the subscriber's thumb impression or mark. It is important for the person signing on behalf of an illiterate person to 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.

MOA Witness

At least one person must witness the signing of the MOA and AOA by the subscribers who would then attest the signature and likewise sign and add his/her name, address, description and occupation. The witness in the witness column must state that "I witness to 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". If the witness is a member of a professional body like (CA or CS or CWA), then the membership number and certificate of practice number should also be mentioned.

NRI & Foreign National Subscribers

In case of a Non-Resident Indian signing, the MOA subscriber sheet from outside India, then his/her signature must be verified/witnessed by a public notary of that country or by an Officer of the Embassy. Know more about the procedure for foreign nationals to incorporate a company in India.

In case of a foreign national residing outside India, signing the MOA subscriber sheet:

• If the subscriber is in a country in any part of the Commonwealth, his/her signature and address and proof of identity should be notarized by a Notary Public in that part of the Commonwealth.
• If the subscriber is in a country which is a party to the Hague Apostille Convention 1961, his/her signature and address and proof of identity should be notarized before a Notary Public of that country of his/her origin and be duly apostilled in accordance with the Hague Convention.
• If the subscriber is in a country outside the Commonwealth and which is not a party to the Hague Apostille Convention, 1961, his/her signatures and address on the MOA and AOA and identity proof, should be notarized before a Notary Public of that country and the Certificate of the Notary Public should be authenticated by a Diplomatic or Consular Officer empowered in this behalf under the Diplomatic and Consular Officer Act, 1948.
• If the subscriber visits India and signs the MOA subscriber sheet in India, then it allows incorporation, if he/she has a valid business visa.