Share certificate

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

13 January 2014 Can a director sign on share certificate (in dual capacity)i.e. as authorized signatory and as well as the director?

Hemant Kumar

Hemant Kumar (Expert)
Follow

13 January 2014 Every share certificate shall be issued under the seal of the company, which shall be
affixed in the presence of
(i) two directors or persons acting on behalf of the directors under a duly registered
power-of-attorney ; and
(ii) the secretary or some other person appointed by the Board for the purpose. The
two directors or their attorneys and the secretary or other person shall sign the
share certificate.
Provided that, if the composition of the Board permits of it, at least one of the
aforesaid two directors shall be a person other than a managing or whole-time
director.

Querist : Anonymous

Querist : Anonymous (Querist)

14 January 2014 Thank you for your prompt reply sir,

but my query is whether the same Director can sign on the share certificate as Director and also as Autorised signatory? Because the provision does not mention about the same.

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
Follow

25 July 2025 Great question! Here’s a clear take on it:

Can the Same Director Sign the Share Certificate as Both Director and Authorized Signatory?
Legal Provision (Companies Act, 2013, Rule 5 of Companies (Share Capital and Debentures) Rules, 2014):

A share certificate must be signed by two directors (or their attorneys) and the company secretary or another person appointed by the Board.

The law states “two directors or persons acting on behalf of the directors” and “the secretary or other person” shall sign.

What about one person signing in dual capacity?
The law does not explicitly prohibit the same person from signing both as director and authorized signatory.

However, the requirement for two directors means ideally two distinct persons acting as directors should sign.

If the Board composition is small or has limited directors, it is common practice for one director to sign in both capacities — but the second signature must come from another director or authorized person.

So the same director cannot generally sign twice as the two directors — but one director can sign as director and another capacity if authorized.

In short:
No explicit bar in the law against one director signing both as director and authorized signatory.

But two different director signatures are required. One director cannot count twice for those two director signatures.

One director can sign as one director and also as the authorized signatory (like company secretary or person appointed by Board).

Best practice: To avoid challenge, get two different directors to sign as directors, and a third person (secretary or authorized signatory) to sign as well.

So your director can sign as director and authorized signatory, provided the other director’s signature is also there.
Does that clarify your doubt? Would you like a sample clause or format of signatures on the share certificate?

You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now