Board Resolution for issue of share certificates

This query is : Resolved 

08 November 2010

Dear Experts,

Wishing you a belated happy diwali.

Is the Board Resolution(of a Pvt Ltd Co.) for issue of share certificates and delegation of signing authority required to be taken as on the date of allotment of the shares or can it be taken at a later date? Will the time limit u/s 113 of Cos Act prevail in this respect?(Urgent)


udit sharma (Expert)
08 November 2010

Hi Binita!

In my opinion, generally the Board Resolution for allotment of shares covers all the 3 items i.e. allotment of shares, issue of share certificates and delegation of signing authority. Howver, you can pass a Board Resolution seperately at a later date after the allotment of shares. However, as per the provisions of section 113(1) of the Companies Act, 1956 the shares certificates has to be issued within 3 months from the date of allotment and the section applies to both Private Limited Company as well as a Public Limited Company.

Views of other eminent experts are welcome:-)

Best Regards

Udit Sharma

Ajay Mishra (Expert)
09 November 2010

Agreed with Mr. Udit......

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