Subscription Clause: Clauses of Memorandum of Association

The Memorandum of Association (MOA) along with the Articles of Association form the ‘charter documents’ of a company registered in India. Since these charter documents govern a company, it has a perpetual succession. With that said, the company needs to have a record of all its members. That’s when the subscription clause comes into the picture. A subscription clause is one of the mandatory clauses of memorandum of association.Submission of the MOA in prescribed format is one of the most important steps of online company registration. Through this article, you can get a thorough idea of what exactly a subscription clause of the memorandum of associations entails.

The subscription clause

Subscription clause is the sixth and last one of the mandatory and primary clauses of memorandum of association. This clause provides details of the first subscriber of the company. Details that you need for the subscriber clause of MOA are the name, address, age and signature and PAN etc of the first subscribers. You can provide these details through the ‘subscribers sheet’, which forms a very important part of the memorandum of association.

Who is a subscriber in the subscription clause of MOA? 

In simple terms, a subscriber is one of the first owners, ie, the shareholders of the company. During the company registration process, there is a need for at least 2 subscribers in a pvt ltd company and at least 7 for public company. Further, it is not necessary that the subscriber should be a natural person. Let’s see who can be a subscriber of a company in India:

• Individual;
• Company; or
• Body corporate

The most simple way of understanding a founding father is to think of him as a founding father of his company. No matter how many Kings and Queens come and go, the founding father will always remain the same.

What is the subscriber sheet of a company?

The subscriber sheet to the MOA is a very important document which you need to submit on the MCA portal during the company incorporation process. You can say that it is one of the core documents required for company registration. The subscribers sheet is a part of the subscription clause of the MOA in a company. It holds the information of the subscribers, ie. the first owners of the company. The details of a subscribers sheet include the following: 

• Name of subscriber;
• Name of father/spouse of subscriber;
• Residential address with valid PIN code;
• Signature of the Subscribers;
• If any legal entity is a subscriber then signature of its authorised signatory; and
• Total Number of shares subscribed by each subscriber; and 
• Lastly, witness details.

Sr. No.	Name, address, occupation, PAN of the subscriber	Number of shares	Subscriber’s signature	Name, address, occupation, and signature of the witness.

Also Read: Capital Clause of Memorandum of Association

Pro Tip: Witness signature is mandatory in a subscribers sheet. It authenticates the details of the sheet. Hence, the ideal witness is a Company Secretary or a Chartered Accountant. 

NRI and foreign national subscribers to the subscription clause

When a non-resident Indian is signing the subscriber sheet from a place outside India, their signature has to be witnessed as well as authenticated by a public notary of whichever country they are in or by an official of the embassy.

Moreover, when the subscriber is a foreign national you need to ensure the following conditions are met:

• If they are residents of a nation that falls under the Hague Apostille Convention, 1961, their signature, address, and proof of identification need to be authorized by a public notary of their country and need to be duly attested as required by the Hague Convention.
• If the subscriber is a resident of a Commonwealth nation, their signature, proof of identity, and address need to be notarized by any public notary of their country.
• If the subscriber is residing in a nation that does not fall under the Hague Apostille Convention, 1961, and is also not a Commonwealth nation, then their signature, proof of identity, and address need to be notarized by a notary public of their nation. Additionally, a consular officer or a diplomatic officer under the diplomatic and consular officer act 1948 needs to validate their notarised documents.
• If the foreign national is residing in India while becoming a subscriber, as long as they possess a valid business visa, they are considered a valid subscriber.

Alteration of the subscription clause

Since Memorandum of Association is the charter document of a company, it is generally amendable. Further, amendments to MOA allow the members to make changes in the structure of the company. However, the final clause of the MOA is an exception to this rule. Which means, the subscription clause is the only clause of an MOA that you cannot amend. Hence, it is very important to furnish it carefully with accurate details. 

Conclusion

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