As per Companies Act 2013 read with related rules there under, a Memorandum of Association and Article of Association of a company should be signed by all the subscribers to the MOA of the company at the time of incorporation stating therein the name of subscriber, address, description and occupation in presence of at least one witness.
The witness shall attest the signature and shall likewise sign and should state his own name, address, description and occupation.
The Chartered accountant or Company Secretary or Cost Accountant engaged in company registration process can also attest the signature of subscribers. One witness can attest the signature of all the subscribers.
How illiterate person subscribe to MOA
However if the subscriber to the MOA or memorandum of association is illiterate then the subscriber should place his thumb impression in place of signature and another person should write his name and the number of shares held by him below the mark and the person doing this shall also authenticate this by his own signature.
In case of the illiterate subscriber, the person authenticating the thumb impression shall read and explain the contents of MOA and AOA to the subscriber and make an endorsement to this effect in company’s MOA and AOA.
Can a body Corporate be a subscriber to the MOA and AOA?
Yes, if the subscriber to the MOA is a body corporate then the Memorandum of Association should be signed by the person authorized by the company’s Board of Directors by a resolution.
But the person authorized by the BOD shall not be the subscriber to the MOA in his individual name.
In case the subscriber to the MOA is LLP then it should be signed by the partner authorized by all the partners by passing a resolution. In this case the partner authorized should not be a subscriber in his individual name.