What is Company Share Certificate?

Company issues a document which is evidencing that the person named in the certificate is the owner of the number shares of that Company as it is specified in the Certificate, that document is a Share Certificate.

Further, Companies Act requires the company to issue share certificates post-incorporation of the company.

Face Value of Share Certificate:

The face value or nominal value of shares mentioned on the share certificate must be as per the Memorandum of Association as well as the Articles of Association of the Company. Also, Shares of a company not listed on any stock exchange can have a nominal value of Rs.1, or Rs.10, or Rs.100 or Rs.1000 as per the requirements of the promoters. Shares listed on any stock exchange but not in DEMAT form should have a face value of Rs.10.

Types of Share Capital

  • Firstly, Equity Share Capital
  • Secondly, Preference Share Capital

Time Period for Issue of Share Certificates:

  • In case of Incorporation: Within a period of 2 (Two) Month from the date of Incorporation to the subscriber of Memorandum.
  • In the case of Allotment: Within a period of 2 (Two) Month from the date of allotment of shares.
  • In case of Transfer: Within a period of 1 (One) Month from the date of receipt of the instrument of Transfer by the Company

Share Certificate shall specify the following Matters:

  • Name of Company, CIN of Company also the Registered Office Address of the Company
  • Name of Member
  • Every Certificate shall be under the Common Seal of the Company
  • Number of Shares it relates
  • Amount paid on those shares
  • Distinctive Number of Shares
  • Number of Share Certificates
  • Folio Number of Member

Details Mentioned in Share Certificate

Every share certificate of a company must have the following information on the share certificate:

  1. The share certificate should be issued in Form SH-1 or any document that resembles Form SH-1
  2. Name of the Company
  3. CIN Number of the Company
  4. Registered Office of the Company
  5. Name of the owners of the shares
  6. Folio number of the member
  7. Number of shares represented by the share certificate
  8. Amount paid on the shares
  9. Distinctive number of shares
  10. Number of share certificate

Procedure for Issuing of Share Certificate

Board Meeting and Allotment of Shares

Board has to call a Board Meeting to discuss the topic of allotment of shares. The Board of Directors appoints an allotment committee that would provide a report on the allotment of shares. The Board then approves such a report and passes the resolution for allotting shares to the respective applicants.

Once allotment committee allots the shares, the company secretary sends the letters of allotment to the respective members. Also, allotment letter refers to a letter that notifies the applicant that the company has allotted a certain number of shares to them. This letter of allotment is considered as the share certificate until the issuance of the final certificate.

Register of Members

The Company Secretary firstly prepares a Register of members from the list of applications received and the allotment sheets. Also, Register of a member provides information about the shareholders and details of the shares which are allotted to them.

Preparing Share Certificates

The company secretary arranges the Form of the Share Certificate according to the form suggested by the Articles of Association (AOA) then the secretary fills all the details in the share certificate with the help of the application register and allotment sheets. They also ensure that the Directors of the Company have signed the share certificate.

Further, Company’s seal and revenue stamp should be affixed on each of the share certificates. Once certificates are in order, a board meeting is called for passing the resolution for issuing share certificates.


FAQs

What is the penalty for breach in any of the provisions relating to the Issue of Certificates?

A Company not complying with the provisions relating to the issue of certificates will be fined a minimum amount of INR 25,000 which could be extended to INR 5 Lakh. Furthermore, every defaulting officer of the Company would be fined a minimum amount of INR 10,000 which could extend up to INR 1 Lakh.

Who will sign the Share Certificate?

A share certificate should be signed by either two company directors or one director and the company secretary. However, for companies with a single director and no company secretary, the company director can sign the share certificate in the presence of a witness who attests to his or her signature.

Is a share certificate proof of ownership?

It is a written document signed on behalf of a corporation that serves as legal proof of ownership of the number of shares indicated. Also, share certificate is also referred to as a stock certificate.

Got Questions? Ask Away!

  1. Hi @emmy

    When shares are issued by a Company, the share certificate must be signed by at least two directors or one director and the company secretary, if appointed.

    Hope this helps!