Memorandum of association ‑ Whether general authorised agent can sign memorandum or any amendment thereto on behalf of subscriber - Companies Law - No. 128/HCC/64,

Circular : No. 128/HCC/64, dated 27 ‑ 7 ‑ 1964. Subject:-Memorandum of association ‑ Whether general authorised agent can sign memorandum or any amendment thereto on behalf of subscriber It has been brought to the notice of the Company Law Board that some Registrars of Companies have been insisting that the memorandum of association of a company and any amendments thereto should be signed by the subscribers themselves and not through their constituted attorneys and that this is causing some practical difficulties, especially where some of the subscribers to the memorandum are foreign parties who may be collaborating with Indian promoters. The matter has been carefully examined by the Company Law Board and it has been decided that when it is not possible for a company, it may be signed on his behalf by an agent if the latter is authorised by a power of attorney to do so. The same course may also be followed in respect of any amendments to the memorandum of articles which it may be found necessary to make as a result of any suggestions in this behalf made by the Registrar concerned after the scrutiny of the memorandum and articles presented to him for registration. In this connection, attention is also invited to the last sentence of para 2 of the former Department of Company Law Administration s Circular Letter No. 8/15/58, dated 13‑9‑19581 wherein it was stated that An agent may sign the memorandum on behalf of a subscriber if he is authorised by a power of attorney to do so. A suggestion has also been made to the Company Law Board that it would be helpful to promoters if the Registrar could scrutinise and approve the draft memorandum and articles of a proposed company before they are presented to him for registration. Though it may not be possible for the Registrars to accept a definite commitment in this regard, the Board is of the view that the Registrars should, to the extent possible, offer their help and advise to those who may approach them in drawing up the memorandum and articles. This would be specially desirable in cases where promoters have no prior experience of company promotion.