Paid up capital & it's sharing of a private limited co.
Suman Chakraborty
(Querist) 02 April 2014
This query is : Resolved
My client is a Pvt ltd co.(it has 2 directors) The AOA and MOA are silent about the paid up capital,its sharing and share value.can we pass a resolution to clarify the above context??plz help.
R.V.RAO
(Expert) 03 April 2014
MOA,and AOA , contain details of Authorised share capital only.
the paid up capital is min.of Rs 1 lakh for pvt.ltd.company.
SUBScribers to memorandum will be initially allotted shares as contained in the capital subscription clause of MOA .
The balance of of paid up SHARE capital(paid up capital minus subscribers initially allotted shares) division ie who will be allotted and how many shares each is decided by THE first meeting of board of directors by passing a resolution, and after allotting the shares, return of allotment has to be filed with ROC and allottes names entered in members register and allotment register.
A pvt.ltd.co.restricts the right to transfer its shares, if any;
Limits the number of its members to 200 not including—
Persons who are in the employment of the company; and
Persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased; and
Prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company.
Dr J C Vashista
(Expert) 03 April 2014
AOA and MOA are incomplete and should have been rejected by the ROC, since the document must contain the article of capital and sharing.
ajay sethi
(Expert) 03 April 2014
agree with experts
Guest
(Expert) 03 April 2014
I wonder, if the AOA & MOA were approved by the Registrar of companies when some very basic information was missing therein, like the Capital Clause, which includes the amount of capital, its type, each share price, etc. The company can’t operate beyond the scope and provisions of the MOA merely by issue of clarifications.
Anyway, now it is not merely a question of clarification by issue of resolution, rather the AOA/MOA would need be amended by passing a Board resolution.
