Subscribers of MOA & AOA during incorporation of a Company

It is crucial to know the meaning of “subscriber” in the context of the company before the incorporation. It helps to form the proper team of promoters and first investors of the company.

A Subscriber means any person who subscribes the share of the company when the company is incorporated. They are the first shareholders of the company. The details of subscribers are mentioned in the MOA and AOA of the company. Thus they are also known as the subscriber to memorandum of association.  

Number of subscribers to form a company 

The law has provided minimum numbers of subscribers to a memorandum which must be there at the time of company incorporation. It changes from case to case as mentioned below: 

Type of Company	Number of Subscribers
Private Limited Company	2
One Person Company	1
Public Limited Company	7

This is the minimum criteria to start a company. There is no limit to the maximum number of subscribers. As per the new incorporation process introduced by the MCA, there can be a maximum of 7 subscribers to a memorandum to file the application in a single form. All the subscribers need to sign the form with a digital signature. In the case of more than 7 subscribers, the application of incorporation of a company should be done in another form wherein digital signatures are not necessary. 

Is a subscriber different from a shareholder? 

The subscribers of the company are the first shareholders, who subscribe shares at the time of incorporation of the company. A Shareholder is any person holding the company’s share. That means, they can also buy shares after the incorporation of the company.  Hence a subscriber is always a shareholder of the company but the shareholder may not be a subscriber.

Who can become a subscriber? 

Any individual or firm or body corporate can become a subscriber in a company except in a One Person Company.  In OPC only an individual can become a subscriber. In the case of a firm or company as a subscriber, a representative is appointed.    

Liability of subscriber 

Every subscriber to the memorandum of a company needs to pay the subscription share amount to the company after incorporation of the company.  The company has to deposit such money into a current account of the company within 180 days of incorporation. The Subscriber is liable for the unpaid share capital of the company. Whenever a company calls for the unpaid amount, subscribers need to pay for such amount. This is only if such shares are not sold by them.

Details of Subscribers 

Here is the specimen copy for the details of the subscriber to be attached with MOA. 

Names, addresses, descriptions and occupations of subscribers	No. of shares taken by each subscriber	Signature of subscriber	Signature, names, addresses, descriptions and occupations of witnesses
A.B. of……..Merchant	…………..		Signed before me: Signature………………….
C.D. of……..Merchant	…………..		Signed before me: Signature………………….
E.F. of……..Merchant	…………..		Signed before me: Signature………………….
G.H. of……..Merchant	…………..		Signed before me: Signature………………….
I.J. of……..Merchant	…………..		Signed before me: Signature………………….
K.L. of……..Merchant	…………..		Signed before me: Signature………………….
M.N. of……..Merchant	…………..		Signed before me: Signature………………….

Total shares taken:       ________________ 

Public details 

The details of the subscriber are freely available to the public. It is because Memorandum of Association is a public document and such details are included in it. One can view MOA and other public documents by paying the requisite fee to the Ministry.    

Conclusion 

Be informed about being a subscriber and the liabilities involved before becoming a subscriber of a company. Basically, a person subscribing the company’s share during the company at the time of private limited company registration is the subscriber of the company. Further, any person can be the subscriber including Partnership firm, LLP and body corporate.