# Signing of MOA and AOA

Formalities for signing the Memorandum of Association and Articles of Association by various types of subscribers.

## 1. General Rule — Individual Subscribers

Each subscriber shall add:

Name, address, description, and occupation;
In the presence of at least one witness;
The witness attests the signature and adds their own name, description and occupation.

## 2. Illiterate Subscriber

The subscriber affixes a thumb impression or mark;
The person writing on the subscriber's behalf describes the mark and adds:
The subscriber's name and
The number of shares taken;
The writer authenticates with their own signature.

## 3. Typewritten / Printed Details

Acceptable for subscriber and witness details;
Must be accompanied by a signature or thumb impression to authenticate.

## 4. Body Corporate / LLP as Subscriber

Subscriber Type	Who Signs
Body Corporate	Director, officer, or employee authorised by board resolution
LLP	An authorised partner

Important Rule: The authorised person cannot simultaneously act as a subscriber to the MOA & AOA in their personal capacity.

## 5. Foreign National as Subscriber

### a. Non-Resident Foreign National

Signature, address and identity proof must be notarised by a Notary Public with a certificate;
If country is a party to the Hague Apostille Convention, 1961 → Apostille certificate suffices;
If NOT a party → must be further authenticated by a Diplomatic or Consular Officer.

### b. Resident Foreign National (in India to incorporate)

Must hold a valid Business Visa;
Exception: Business Visa not required for:
Persons of Indian Origin (PIO), or
Overseas Citizens of India (OCI).

Worked example

### Example 1

Example 1 — Witness: Mr. P signs MOA in the presence of his neighbour. The neighbour must attest the signature and add his own name, address, description and occupation as witness.

### Example 2

Example 2 — Illiterate subscriber: Mrs. R cannot read or write. She affixes her thumb impression on MOA. A literate friend writes 'Smt. R, 100 equity shares of ₹10 each' next to the mark and signs to authenticate.

### Example 3

Example 3 — Body corporate: ABC Ltd subscribes to MOA of XYZ Ltd through Mr. K, who is authorised by board resolution dated 1 Jan. → Mr. K signs on behalf of ABC Ltd. Mr. K cannot also be a subscriber in his own individual capacity to the same MOA.

### Example 4

Example 4 — Foreign national, Hague country: A US citizen residing in New York wants to subscribe. → Signature is notarised in the USA and apostilled (USA is part of Hague Convention) — sufficient.

### Example 5

Example 5 — Foreign national, non-Hague country: A national of Country X (not a Hague signatory) wants to subscribe. → Notarisation + authentication by an Indian Diplomatic or Consular officer is required.

### Example 6

Example 6 — OCI subscriber: A US-based OCI cardholder comes to India to incorporate a company. → No Business Visa required; he can use his OCI card.

⚠️ Common exam mistakes

Forgetting that a witness must add their own description and occupation, not merely sign.
Allowing the same person to sign MOA both for a body corporate (as authorised signatory) and as an individual subscriber — prohibited.
Treating all foreign notarisations alike — Hague Convention countries need only apostille; non-Hague need diplomatic/consular authentication.
Requiring a Business Visa from a PIO or OCI cardholder — they are exempt.
Not authenticating typewritten subscription pages with a signature or thumb impression.

Reference: Rule 13 — Companies (Incorporation) Rules, 2014

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