Rectification of share certificates

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garima Mahajan (Querist)
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07 April 2021 the name and distinctive numbers are wrongly mentioned in the share certificates which was printed and provided to the shareholder of the private company in 2008. Now in 2021, we want to rectify the mistake and intend to issue new certificate in lieu of old certificate. please tell me if there is any remedy available to rectify the share certificates?

Aashok Kumar Sharma online

Aashok Kumar Sharma

(Expert)
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10 July 2024 Rectifying errors in share certificates issued by a private company typically involves a few steps to ensure compliance with company law and regulations. Here’s a general approach you can consider:

1. **Identify the Error:** Clearly identify the errors in the existing share certificates. In your case, it involves the incorrect names and distinctive numbers.

2. **Resolution by Board Resolution:** The rectification of share certificates usually requires a resolution by the Board of Directors of the company. The board should pass a resolution acknowledging the errors in the existing share certificates and authorizing the issuance of new certificates to rectify these errors.

3. **Application to Registrar of Companies (ROC):** Typically, private companies need to file an application with the ROC for rectification of share certificates. The application should include:
- Copy of the board resolution authorizing rectification.
- Details of the existing incorrect share certificates (numbers, names).
- Details of the proposed new share certificates (corrected numbers, names).
- Any other documents as required by the ROC.

4. **Issuance of New Share Certificates:** Once the application is approved by the ROC, the company can proceed to issue new share certificates reflecting the correct names and distinctive numbers to the shareholders affected by the errors.

5. **Cancellation of Old Certificates:** The old share certificates with errors should be collected from the shareholders and canceled. Ensure proper records of the cancellation are maintained.

**Communication with Shareholders:** Inform the affected shareholders about the rectification process and the issuance of new share certificates. Provide them with instructions on how to exchange their old certificates for the new ones.

**Compliance with Companies Act and Rules:** Throughout the process, ensure compliance with the provisions of the Companies Act, 2013, and any relevant rules and regulations prescribed by the Ministry of Corporate Affairs (MCA) and the ROC.

**Legal Assistance:** It’s advisable to consult a legal professional or company secretary to ensure all procedures are followed correctly and to handle any specific requirements or nuances that may apply to your case.

By following these steps and ensuring compliance with regulatory requirements, you can rectify the errors in the share certificates issued by your private company effectively and legally.

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