The share certificate prepared on computer in word or excel format for a private ltd company is acceptable as per company law. And also inform are there in other requirements for share certificate.
Firstly Share Certificate format should be approved by the Board and it should be in physical format.Every share certificate shall specify the name(s) of the person(s) in whose favour it is issued, the number of shares it relates and the distinctive numbers. The reverse of the certificate contains the columns for transfers (namely Date/Transfer No., Name(s) of the transferees, Register Folio, Attestation by Authorised Signatory).
20 December 2012
Section 84 of the Act provides the following in respect of share certificates issued by a company:
Share certificate shall be prima facie evidence of the title of shares A certificate issued under the common seal of the company, specifying any shares held by any member, shall be prima facie evidence of the title of the member to such shares. Every company pursuant to section 113 shall within 3 months of allotment of shares or debentures, issue certificates. The certificates after registration of transfer, shall be delivered within 2 months. Issue of share certificates after allotment of shares can be made only by: (i) a resolution passed by the Board/Committee, and (ii) surrender to the company of the letter of allotment if any issued or of the & coupons if any issued the case of bonus shares. If the allotment letter is holder shall furnish such indemnity as may be required by the company. No certificate for shares shall be issued in exchange for those which are sub-divided or consolidated or in replacement of those which are defaced, torn or worn-out or where the cages on the reverse for recording transfers have been fully utilised unless the share certificate in lieu of which a new one is issued is surrendered to the company.
Issuance of shares certificates
The moment shares had been allotted, share certificates signed and the shareholder's name is entered in the register maintained for the purpose, the person would become the shareholder of the company irrespective of whether the person had received the share certificate or not. Under section 113 allotment of shares, which shall be the date on which the offer of allotment of rights issues has been accepted by the petitioners by depositing the amount, the company is bound to issue share certificates within the period of three months. If share certificate is not issued within the period of three months and if the company has not obtained the order of extension of period from the CLB (now Tribunal) for issuance of share certificates, the period of limitation commences for enforcement of rights for issuance of shares and consequently on completion of three months from allotment of shares by the company period of limitation for recovery of the amount shall commence under article 47 of the Limitation Act, 1963. [Gurdino Jiwatram Kukreja v Eastern Mining and Allied Industries Ltd. (2004) 121 Comp Cas 762 (Gau)].
Service of shares certificates
When a document is sent by post, service thereof should be deemed to be effective by properly addressing, prepaying and posting the letter containing the document. The presumption, which had been raised under section 53, was reputable and a shareholder might allege that he had not been delivered the share certificate or that it was not properly addressed. Section 113 only requires company to keep certificates ready for delivery and does not impose an obligation on company to deliver them. What is punishable under sub-section (2) of section 113 is non-delivery in accordance with the provision laid down under section 53 of the certificates of shares within prescribed time. So, if the documents are posted within stipulated time, there would be compliance of section 113 and there would not be any offence. [H.V. Jayaram v Industrial Credit & Investment Corpn. of India Ltd. (2000) 23 SCL 64 (SC)
Every shares certificate shall be stamped in terms of the Stamp Act/Rules applicable at the place of execution and issue which is generally the place of registered office of the company. The Stamp Rules allow payment of consolidated stamp duty for the whole lot of share certificates that may have to be issued at any time and in that case stamping in certificates individually can be avoided. For this purpose an application shall be made to the Department in the Ministry of Finance of the concerned State Government.
Format of share certificate
Every share certificate shall specify the name(s) of the person(s) in whose favour it is issued, the number of shares it relates and the distinctive numbers. The reverse of the certificate contains the columns for transfers (namely Date/Transfer No., Name(s) of the transferees, Register Folio, Attestation by Authorised Signatory). (Appendix 13) In the case of a listed company, the format shall be got approved by the Regional stock exchange.
Sealing and signing of certificates
Every share certificate shall be issued under the common seal of the company and shall be signed by two directors or by persons acting on behalf of the directors under a duly registered power of attorney and by the secretary or some other person appointed by the Board. One of the two directors mentioned above shall be other than the managing or whole time director, if any. The directors may sign manually or their signature may be machine printed. [Appendix 12 for the text of the Companies (Issuance of Share Certificate) Rules, 1960]. Sealing of Debenture Certificates is not mandatory, if the Articles do not contain any provision in this regard, the same procedure as mentioned above may also be followed in respect of issue of Debenture Certificates.
29 December 2012
As per the Companies (Issue of Share Certificates) Rules, 1960
All blank forms to be used for issue of share certificate shall be printed and the printing shall be done only on the authority of a resolution of the Board. The blank form shall be consecutively machine-numbered and the forms and the blocks, engravings, facsimiles and hues relating to the printing of such form shall be kept in the custody of the secretary or such other person as the Board may appoint for the purpose and the secretary or other person aforesaid shall be responsible for rendering an account of these forms to the Board.
Hence computarised and certificate in XL format is not as per the companies act.
Other matters as has been suggested by the exp[erts are applicable so do not take the chance of generating share certificate on computer.
Before making entry on the back side of share certificate, please check the following:
1. Register of member to know folio no of transferor 2. Register of Transfer to know what will be next transfer no of new transfer 3. call a Board Meeting to approve the transfer and name of the authorised person who will deal the transfer.
In Board Meeting resolution, the transfer no. will be mentioned that no. will be on the back of share certificate and the authorised person will check the Form-7B(transfer deed) and same person will initial the same on back page.
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