Rule 5: Certificate of shares (where shares are not in demat form)

Rule 5: Certificate of shares (where shares are not in demat form) · Complied AI

(3)

Every share certificate shall be issued under the seal of the company issued under the seal, if any, of the company, which shall be affixed in the presence of, and signed by-

(a)

two directors duly authorized by the Board of Directors of the company for the purpose or the committee of the Board, if so authorized by the Board; and

(b)

the secretary or any person authorised by the Board for the purpose:

Proviso

Provided further that , Provided that, if the composition of the Board permits of it, at least one of the aforesaid two directors shall be a person other than a managing director or a whole-time director:

Proviso

Provided also that , Provided further that, in case of a One Person Company, every share certificate shall be issued under the seal, if any, of the company, which shall be affixed in the presence of and signed by one director or a person authorised by the Board of Directors of the company for the purpose and the Company Secretary, or any other person authorised by the Board for the purpose, and in case the One Person Company does not have a common seal, the share certificate shall be signed by the persons in the presence of whom the seal is required to be affixed in this proviso.

[(b) the secretary or any person authorised by the Board for the purpose:

Proviso

Provided that Provided further that , if the composition of the Board permits of it, at least one of the aforesaid two directors shall be a person other than a managing director or a whole-time director:

Proviso

Provided also Provided also that , in case of a One Person Company, every share certificate shall be issued under the seal, if any, of the company, which shall be affixed in the presence of and signed by one director or a person authorised by the Board of Directors of the company for the purpose and the Company Secretary, or any other person authorised by the Board for the purpose.] ( effective till 29th May 2015 )

Explanation

For the purposes of this sub-rule, a director shall be deemed to have signed the share certificate if his signature is printed thereon as a facsimile signature by means of any machine, equipment or other mechanical means such as engraving in metal or lithography, or digitally signed, but not by means of a rubber stamp, provided that the director shall be personally responsible for permitting the affixation of his signature thus and the safe custody of any machine, equipment or other material used for the purpose.

Notes, amendments & references (12)

Form No. SH.1 To view the return, Click Here

(3) Substituted vide the Companies (Share Capital and Debentures) Amendment Rules, 2018 dated 10.04.2018. To view the notification, Click Here

d irector or company secretary Substituted vide the Companies (Share Capital and Debentures) Amendment Rules, 2019 dated 16.08.2019. To view the Notification, Click Here .

(3) Omitted vide the Companies (Share Capital and Debentures) Amendment Rules, 2018 dated 10.04.2018. To view the notification, Click Here

Substituted vide the Companies (Share Capital and Debentures) Second Amendment Rules, 2015 notification no. G.S.R. 439(E) dated the 29th May,2015. To view the notification, Click Here

(b) the secretary or any person authorised by the Board for the purpose: Substituted vide the Companies (Share Capital and Debentures) Second Amendment Rules, 2015 notification no. G.S.R. 439(E) dated the 29th May,2015. To view the notification, Click Here

Provided that Omitted vide the Companies (Share Capital and Debentures) Amendment Rules, 2015 notification no. G.S.R. 210(E) dated the 18th March,2015. To view the notification, Click Here

Provided that, Substituted vide the Companies (Share Capital and Debentures) Amendment Rules, 2015 notification no. G.S.R. 210(E) dated the 18th March,2015. To view the notification, Click Here

Provided further that, Substituted vide the Companies (Share Capital and Debentures) Amendment Rules, 2015 notification no. G.S.R. 210(E) dated the 18th March,2015. To view the notification, Click Here

Provided that in case a company does not have a common seal, the share certificate shall be signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary: omitted by Companies (Share Capital and Debentures) Amendment Rules 2015 GSR 210 (E) To view the notification, Click Here

Provided that substituted by Companies (Share Capital and Debentures) Amendment Rules 2015 GSR 210 (E) To view the notification, Click Here

Provided also substituted by Companies (Share Capital and Debentures) Amendment Rules 2015 GSR 210 (E) To view the notification, Click Here