13 June 2015
Is Board resolution necessary for splitting of share certificate under Companies Act, 2013 or the Board can issue certificate without holding board meeting?
25 July 2025
Regarding the **splitting of share certificates** under the **Companies Act, 2013**, hereโs the clarification:
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### Is Board Resolution necessary for splitting share certificates?
* **Yes, a Board Resolution is mandatory** before issuing split share certificates. * The Board must **approve the splitting of shares** and authorize issuance of new certificates.
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### Legal reference under Companies Act, 2013:
* **Section 46(1)** of Companies Act, 2013 states that the company must **issue share certificates** under the authority of the Board. * **Rule 5 of the Companies (Share Capital and Debentures) Rules, 2014** also governs share certificate issuance and changes, which includes splitting or consolidation.
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### Summary:
* The Board meeting must be convened. * The Board should pass a resolution approving splitting. * Based on that resolution, the company issues new share certificates. * This is a routine corporate governance compliance step.
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If you want, I can help draft a sample Board resolution for splitting share certificates. Would you like that?