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Exercises · Q10

Q.Explain the Subscription (Association) Clause of the Memorandum of Association.

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The Subscription Clause, also called the Association Clause, is the final clause of every Memorandum of Association, required by Section 4(1)(f) and elaborated by Section 4(6) of the Companies Act, 2013. It contains the formal declaration of the persons subscribing to the memorandum — the original promoters bringing the company into existence — stating that they desire to be formed into a company and that they respectively agree to take up the number of shares written against their own names. Every subscriber to the memorandum of a company having share capital must agree to take at least one share, and the clause lists, alongside each subscriber's name, their address, description, and occupation.

A distinctive procedural formality attaches to this clause: each subscriber must personally sign the memorandum, and that signature must be attested by at least one witness, who in turn adds their own signature and particulars, certifying that they personally saw the subscriber sign. This attestation requirement exists to remove any later doubt about who genuinely, and knowingly, agreed at the company's very formation to bring it into being and to take up its first shares — a safeguard particularly important because the subscribers become the company's very first members the moment the company is incorporated, automatically and without any further application or allotment process being needed for their initial shares. …

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