We set up a company using nominee directors and shareholders just to get the company formed quickly. We have changed everything over to the new directors and shareholders and updated the CRO and RBO. We have applied to open a bank account and have provided the statutory register and company constitution to the bank. They are refusing to open the bank account unless we update the subscriber page. Can we update the subscriber page to show the new shareholders?
This is a very common question with both new and existing companies and something that banks cause a lot of issues with when setting up a bank account. The subscriber page is typically the last page in the company constitution. It details who the first subscribers of the company are. Depending on the company type these are either the first shareholders or first members of the company.
The subscriber page states: –
We, the persons whose names and addresses are subscribed, wish to be formed into a Company in pursuance of this constitution, and we agree to take the number of shares in the capital of the Company set opposite our respective names.
Name, Address and Description of Subscriber | Number of Shares taken by the Subscriber |
The subscriber page:-
- Shows who the original subscribers were when the company was formed
- It cannot be updated to reflect any new shareholders or change in the number of shares
- It cannot be updated in any way!!
If there is a change to the subscribers (now the members) then these changes should be approved by the Board of Directors and be reflected in the Register of Members and if necessary, the Register of Beneficial Owners.
If a company is changing or updating its constitution, a copy of the original subscriber page is required to be annexed to the new constitution. Again, this is not an updated version but a copy of the original subscriber page no matter how old the company is
The bottom line is the subscriber page is not a snapshot of the current shareholding/member position.
Note: The content of this article is provided for information purposes only and does not constitute legal or other advice.
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