Shares of a private limited company

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Ranjit (Querist)
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27 February 2013 I have bought shares from a private limited company X, 2 years back. Now I fund that the share certificate has a field namely "Authorized signatory" and there is no sign under this. Is the certificate invalid without that signature? Can I do anything to make it valid?

Ajay Mishra

Ajay Mishra (Expert)
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27 February 2013 Hi

Yes, it is invalid,

I will suggest you to send the company for signing of share certificate.

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Ranjit

Ranjit (Querist)
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27 February 2013 Hi,

Thanks for the reply.

Actually, I am trying to get the signing done. But the firm is not responding well. Now is it that I have lost all the amount.

In case somebody approaches me later to buy the shares, can I do anything to get the deal done (by collecting some proofs from the MCA or so)?

Thanks and Regards,
Ranjit

Ajay Mishra

Ajay Mishra (Expert)
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27 February 2013 Hi

No, you have a share certificate signed by directors and it is a proof against your money but point is that the share certificate is not complete. Your money is safe, don't worry.

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Ranjit

Ranjit (Querist)
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27 February 2013 Hi,

As the firm is not responding, what is it that I can do?
Can I get any certificate/form from anywhere to show that I am actually a stakeholder in that firm?
Please help me in this regard

Thanks and Regards,
Ranjit

Ajay Mishra

Ajay Mishra (Expert)
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27 February 2013 Hi

You have a share certificate and i think, you also got letter of allotment at the time of receiving of share certificate.

You can also take copy of Form-2 filed by company for allotment of shares in your name.

Ranjit

Ranjit (Querist)
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27 February 2013 Hi,

I did not get any letter of allotment.
How can I get the form-2 filed by the company? Does it contain names of all shareholders?

Thanks and Regards,
Ranjit

Ajay Mishra

Ajay Mishra (Expert)
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27 February 2013 It will show your name as list of allottee as an attachment of Form-2.

You can demand from company.

Ranjit

Ranjit (Querist)
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27 February 2013 Hi,
I see that following are important.

1. share certificate
2. letter of allotment
3. Form 2

Of all above, I have only share certificate without authorised signatory. Still I understand that my money is safe. I will write to them again for all of above.

Please let me know if I am correct

Thanks in Advance,
Ranjit

Ajay Mishra

Ajay Mishra (Expert)
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27 February 2013 Great........

Perfect demand.

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Ranjit

Ranjit (Querist)
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27 February 2013 Hi,
Please clarify us the folowing:

When contacted one of the directors of the firm (for the authorised signature) I got the following reply "It is not required as the Directors have already undersigned the doc. However, my signing again, assuages your concerns, I will be pleased to do so." Can I get the authorised signature done from the director or somebody else should do it? Who is actually authorised to do it?

When asked for letter of allotment, I am mentioned that "Share Certificate is the document for your record that Shares are allotted". So the firm means that 'Letter of allotment' is not required. Is it true?

When asked for Form-2 and relevant attachments , I am mentioned that " Table A which has been filed with ROC will be shared with you to show the proof that shares have been allotted to you." Is it sufficient if I have the print of the 'Table A' or should this be in any specific form?

Regards,
Ranjit

Ajay Mishra

Ajay Mishra (Expert)
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27 February 2013 Hi

Yes, letter of allotment is not mandatory that company should give.

I will suggest you to inspect the company and download form-2 from MCA portal.

Table A is not sufficient.

You ask certified copy of Form-2 with list of alottee with challan of Filing of Form-2.

I think, they are ignoring you to provide the same. May be, I am wrong.

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Ranjit

Ranjit (Querist)
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27 February 2013 Thanks Ajay. Will do that.

Can you please clarify the one below as well.

When contacted one of the directors of the firm (for the authorised signature) I got the following reply "It is not required as the Directors have already undersigned the doc. However, my signing again, assuages your concerns, I will be pleased to do so." Can I get the authorised signature done from the director or somebody else should do it? Who is actually authorised to do it?

Ranjit

Ranjit (Querist)
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28 February 2013 Ajay,

Following is the update I got from the firm.

They are ready to share certified form-2 and challan. Now I have one query. All these I get should be originals right?

Director is ready to do authorised signature as well. But who is the right person to do that? Will it be valid in all cases if director signs under authorised signature? (this person's signature is already present in share certificate under director's category)

Regards,
Ranjit

Asha Kanta Sharma online

Asha Kanta Sharma online

(Expert)
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25 July 2025 Hey Ranjit, here’s a clear explanation addressing your concerns:

1️⃣ Authorized Signature on Share Certificate:
Who should sign?
As per Companies Act, 2013 (Section 46), the share certificate must be signed by:

At least one director AND

The company secretary, or where there is no company secretary, by a person authorized by the Board of Directors.

So, a director can sign the share certificate, provided it’s done under proper Board authorization.

Since you said the director whose signature is already on the certificate is willing to sign again under authorized signature, that is generally acceptable and valid.

2️⃣ Letter of Allotment:
This document is not mandatory as per law but is usually issued to notify the shareholder about the allotment.

The share certificate itself is the primary evidence of share ownership.

So if the company says letter of allotment is not issued, that’s okay.

3️⃣ Form-2 (Return of Allotment):
Form-2 is a statutory document filed by the company with the Registrar of Companies (ROC) after allotting shares.

It contains:

Details of allottee(s), including names and number of shares allotted.

It is a public document and can be downloaded from the MCA portal (www.mca.gov.in) or you can request a certified copy from the company.

Table A is a model set of Articles of Association and is not proof of allotment — so it is NOT sufficient.

Make sure you get a certified copy of Form-2 with attachments (including the list of allottees) and the challan (proof of filing).

4️⃣ Originals vs Copies:
Certified copies from the company are generally sufficient for your records and to prove your shareholding.

You don’t necessarily need “originals” like paper certificates for Form-2 or challan, but certified copies should bear the company’s seal and signature to be considered authentic.

For share certificates, the original signed document is important for transfer or sale of shares.

Summary for your next steps:
Get the share certificate duly signed by the authorized person (director or company secretary). Director signing is fine if authorized.

Obtain a certified copy of Form-2 with attachments and challan either from the company or ROC/MCA portal.

No need to worry if there is no letter of allotment.

Use these documents as proof if you want to sell or transfer shares.

If the company delays or denies, you may also send a formal written request or legal notice to safeguard your rights.

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