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Share cerificate

Smriti Dhawan (Company Secretary ) (347 Points)

26 April 2013

As mentioned Companies (Issue of Share Certificate) Rules Director may sign a share certificate by affixing his signature thereon by means of any machine, equipment or other mechanical means such as engraving in metal or lithography. Can Authorised signatory also sign in the same manner as directors can do or he has to physically sign the Share Certificate?

Secondly I have a query with regard to authorised signatory, he/she can be a person who is authorised by the Borad of the Directors of the Company. Can a director be appointed as authorised signatory if so, then whats the advantage of getting signed the share certificate by three of Directors only ?

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2 Replies

Ankit Mehra (Service) (176 Points)
Replied 26 April 2013

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 27 April 2013

Every Share Certificate shall be issued under the seal of the company, which shall be affixed in the presence of following:

1. 2 directors or persons acting on behalf of directors under a duly registered power of attorney; and

2. The Secretary or some other person appointed by the Board for the purpose.

For this purpose a director may sign a share certificte by affixing his signature thereon by means of any machine, equipment or other mechanical means such as engraving in metal or lithography, but not by means of arubber stamp provided that the director shall be respoinsible for hte safe custory of such machine, equipment or toher material used for the purpose.

Now, in the above case only the signatures of 2 directors may be done by way of machine. However, the signature of secretary or Authorised Signatury is required to be made physically.

Yes, a director may be a appointed by the Board to sign as authorised signatory but as authorised signatory he needs to sign physically on each share certificate.

The practice is that all the companies keep the Share Certificte printed with the signatures of above 2 directors with them and issue them as and when required. At the time of issuance only the signature of Authorised Signatory is being done PHYDICALLY after due persual of necessary documents / records and certificate is issued.