The Subscription (Association) Clause

The final clause of the Memorandum of Association is the Subscription Clause, also called the Association Clause, required by Section 4(1)(f) and read together with Section 4(6). It records the declaration of the persons subscribing to the memorandum — the original promoters forming the company — that they desire to be formed into a company and that they respectively agree to take the number of shares stated opposite their names. Every subscriber to the memorandum of a company having share capital must take at least one share, and the total number of shares the subscribers together agree to take, along with their names, addresses, descriptions, and occupations, must be set out clearly in this clause.

A procedural requirement attaches specifically to this clause: each subscriber must sign the memorandum, and this signature must be attested by at least one witness, who also adds their own signature, address, description, and occupation, certifying that the subscriber signed in their presence. This formality exists to remove any later doubt about who genuinely agreed, at the very moment of the company's formation, to bring it into existence and to take up its first shares. The number of subscribers required depends on the type of company being formed under Section 3 of the Act — a minimum of one subscriber for a One Person Company, two for a private company, and seven for a public company — and the Subscription Clause is where the law's requirement of a minimum founding membership is actually put into documentary effect. Because the memorandum must f …