18 December 2015
Physical share certificates were printed in the year 2004. Now Company has not enough physical certificates and want to reprint the certificates.
Now my problem is whether board resolution is required to re-print the certificates to authorise directors to sign on certificates as in old certificate two directors have signed and one of them is not associated with the company currently.
18 December 2015
Reprint? What is it? See normally what happens is to reduce the cost of printing in the initial stages of company formation, people print only few certificates to match the PAID up capital amount. Has it done that way?
18 December 2015
Board Resolution is necessary in case if company adopts new format for share certificate (and not for reprint of old adopted format). However, this is not mandatory but a good practice. It will also be required if company is authorising new person to sign it.
18 December 2015
No. We are not adopting new format. Its in old format. We currently lack of certificates. So we just need to print same oldformat certificates again. But one director whose sign is printed on sharecertificates is currently not associated with the company. Do we required to change certificate?
20 December 2015
Yes, share certificates needs to be re-printed under an authority of board resolution in which cancellation of old ones must be authorised.
20 December 2015
I think you please elaborate your query. There seems to be scope for confusion. e.g. Authorised share capital: Rsxxxxxxxx divided into xxxxx shares of xx each Paid up capital: Rs.yyyyyyy divided into yyyy shares of xx each. shares issued to share holder so far.............(This is with old signatories. Shares to be issued now................ and now please ask your query. is it ok for you?
21 December 2015
Amol ji.. We are not issuing any new shares. Sometimes we receives remate request or request to split share certificate (10 certificates for 10 shares from 1 certificate of 100 shares) neither changes in paid up capital nor change in face value nor change in appearance/ format of sharecertificate.
21 December 2015
Nidhi, irrespective of facts pls ask 1 question to you i.e who will decide whether share certificates have to be printed our not? I m telling you without going to the relevant rules in this regard, out of concept that none other than Board can decide printing/cancellation etc of share certificates in view of section 179 of the CA,2013.
24 December 2015
The share certificates are to be issued by the then authorised signatories. For split, one need not try to get the signature of earlier signatories. The authorised signatory as on the date of resolution is empowered to sign the share certificates.
24 December 2015
Amol, But according to Nidhi's query share certificates she has are already signed by a director who is no more a director of the company when new certificates have to be issued. So she has to print new certificates and get it signed by the current director otherwise the company will be held for fraud for issuing certificate with a sign of a person who is not a director.
24 December 2015
I am sorry to say but this query does not require so much discussion. Amol bhai and Anmol bhai, I think her query is not clear to you.
What I understood from her query is 1. Company does not have enough Share Certificates and need to reprint it (Suppose the company had printed a book of 100 Share Certificates, now all share certificates are used and they need a new book of Share Certificates) My answer: They really do not need to have authorisation just for printing new certificates (its just a stationary until it is signed), because as a practice, Board approves only format of Share Certificate and that is also not as per any provision but just a good governance.
2. New Director is going to sign the new Share Certificate. My Answer - This will surely require an authorisation to New Director to sign the Share Certificate. Hence, you require a board resolution for this.
Nidhi, I guess the query you asked was bit confusing. However, if I have still misunderstood your query, please correct me.
26 December 2015
confusing because the word used is "reprinting". It is NOT reprinting... it is PRINTING of additional physical certificates. It created more confusion when NIDHI said 2 of the directors who signed on OLD certificates... one of them is not now associated with company anyway, NIDHI to sort out the confusion
26 December 2015
We have not enough stationery. Only for that reason we Have to print new stationery.. But my confusion was do we require to change format of share certificate.. See.. In old certificate name of two directors with their signature are printed.. Now one of them resigned and not associated with the company currently. Is this fact requires changes in share certificate? Means do we require to pass board resolution to authorise some other director in place of retiring one to sign physical share certificate?
30 December 2015
Although I answered the query, I am still interested in knowing as to why the query arose in your mind) So to say..... I passed out some examination in Jan 1992. The passing certificate is signed by the then council president Mr.XYZ. In 2015 unfortunately I lost said passing certificate and applied for a new one in lieu of the lost one. Now the council president is Mrs PQR. So much so, Mr XYZ is no more in this world; passed away in 2010. I found some similarity in your query as above and hence bit curious for the origin of query. See in above example, the appropriate powers to sign are vested with the ongoing presidents, is it not? Your views please
30 December 2015
As per companies (issue of share certificate) rules, there is a line "Every share certificate shall be issued under the seal of the company, which shall be affixed in the presence of two directors...and a company secretary....." So company has already applied common seal and stamp duty is already paid. My doubt was whether signature of director was required only at the time of affixqtion of common seal or payment of stamp duty.
30 December 2015
There you are. Now you are coming to the EXACT point. Thank you for clarity. I think you got the answer for your query. Right. You are most welcome.
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