Issue of shares

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This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

13 December 2014 two directors are abroad and one director is in india of a private limited co.The company seal is in registered office in india.
how can the company issue shares and fix company seal.As the 2 directors r abroad and 1 in india . The authorized representative is also in india.
the company has to issue shares and pay stamp duty on it??
what is the process?

SHAKTI JINDAL

SHAKTI JINDAL (Expert)

13 December 2014 Explanation to Sub-Rule 3 of Rule 5 of the Companies (Share Capital and Debentures) Rules, 2014 provides that - "For the purpose of this sub-rule, a director shall be deemed to have signed the share certificate if his signatures is printed thereon as a fascimile signatures 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 signatures thus and the safe custody of any machine, equipment or other material used for the purpose." In your case, one director in India can sign and the other can sign via fascimile as given above.

As far as affixation of common seal is concerned, if AOA provides for affixation in the presence of authorised signatory, it can be so affixed.

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