AOP_as member in Company??

[CS Harshal Gandhi]

Dear Members,

with reference to above subject, Can AOP be a member in the Pvt Co.??

If yes, then , who is the registered owner of such shares??

AOP itself or its member??

Kindly advice.......

[Chandravijay Shah & Co.]

Like Partnership Firm, Association of Persons (“AOP”) is also an Artificial Entity rather than a Legal one. Just as the former itself cannot be a Member of a Company, so is the latter.

 

Mere recognition under the Income Tax Act, 1961 as Taxable Entities as both are, they do not become Legal Entities. The Members of AOP may hold the Shares jointly, just as Co-Owners.

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[Harshal Gandhi]

Dear sir,

Thanks for your reply chandravijay ji. 

Is there any beneficial interest arose in transfer of shares to AOP??

WHEATHER WE HAVE TO COMPLY THE SECTION 89 BY TRANSFERING THE SHARES TO AOP???

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[Diksha Singhal]

Since a company is a separate legal artificial person, it can become member of another company, if it is so authorised by its articles and memorandum of association, AOP can be a member. 

For the registered owner of such shares, according to my opinion its members are the owners.

Regards,

Diksha Singhal

[Chandravijay Shah & Co.]

If AOP has upto 3 or 4 Members, make all of them Co-owners. If not so, then compliance with section 89 of the Companies Act, 2013, corresponding to section 187C of the Companies Act, 1956, would be necessary qua other Members of AOP who are not Co-owners.

 

From: csmy...@googlegroups.com [mailto:csmy...@googlegroups.com] On Behalf Of Harshal Gandhi
Sent: 6 April, 2017 12:06 PM
To: csmy...@googlegroups.com
Subject: RE: [CSMysore] AOP_as member in Company??

 

Dear sir,

 

Thanks for your reply chandravijay ji. 

 

Is there any beneficial interest arose in transfer of shares to AOP??

 

WHEATHER WE HAVE TO COMPLY THE SECTION 89 BY TRANSFERING THE SHARES TO AOP???

On 6 Apr 2017 10:16, "Chandravijay Shah & Co." <chandrav...@gmail.com> wrote:

Like Partnership Firm, Association of Persons (“AOP”) is also an Artificial Entity rather than a Legal one. Just as the former itself cannot be a Member of a Company, so is the latter.

 

Mere recognition under the Income Tax Act, 1961 as Taxable Entities as both are, they do not become Legal Entities. The Members of AOP may hold the Shares jointly, just as Co-Owners.

 

From: csmy...@googlegroups.com [mailto:csmy...@googlegroups.com] On Behalf Of CS Harshal Gandhi
Sent: 5 April, 2017 10:34 PM
To: CSMysore
Subject: [CSMysore] AOP_as member in Company??

 

Dear Members,

 

with reference to above subject, Can AOP be a member in the Pvt Co.??

 

If yes, then , who is the registered owner of such shares??

 

AOP itself or its member??

 

Kindly advice.......

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[CS Harshal Gandhi]

Dear Chandravijay ji,

In our case, there are 3 members, out of which two members are individuals and one are unregistered trust and family trust.

So, in the register of members, can we register such share in the name of one member who is individual??

I am sharing the Notification of RBI regarding KYC norms as under:

https://rbi.org.in/scripts/NotificationUser.aspx?Id=7816&Mode=0

In this notification, beneficial interest decides on the basis of controlling ownership interest on the basis of profit sharing ration or in terms of ownership.

Here, in our case, the trust profit sharing ration is 99% and other individuals is having 0.5% respectively.

So, I am confused about the registered owner of such shares.

[Chandravijay Shah & Co.]

In fact, the fact brought out by you now of the Trust being the Member of AOP was in my mind earlier also, but I deliberately skipped it in order to not confuse the matter.

 

Section 89 of the Companies Act, 2013, corresponding to section 187C of the Companies Act, 1956, needs to be complied with qua Trust – Member, whether you make that Trust – Member as the only Owner or all the Members of AOP as Co-owners representing the AOP. This decision is not at all influenced by the Profit Sharing Ratio of Members of AOP. Accordingly, please enter the Details of Registered Owner/s in the Register of Members of the allotting Private Limited Company.

 

The Notification of RBI cited in your Trailing E-mail refers to Rule 9(1A) of the Prevention of Money Laundering Rules, 2005 which applies to the Banking Companies and FIs for verification of true identity of the Account Holders. It seems this Notification should be ignored looking at the facts of your case.

[CS Harshal Gandhi]

Thanks sir for clarifying my doubts in this regard.

One more Question about the same that How the voting rights are determined in this case??

if I am register the shares in the name of All members as Co-owners or I am register the shares in the name of one individual

Whether we should consider one vote per member or Only One vote for AOP??