Aditya (Account Manager) (47 Points)
02 March 2011Actually situation is :
Company is newly incorporated Pvt. Ltd. Share certificate is due to issued to subscribers of MOA,which are 2 in number and both are Directors. There is no other employee or director or share holder. However First Auditor has been appointed. Share certificate requires signatures of two directors and one authorised signatory. In such situation who can be authorised to be signatory? Please specify such person.
Jayashree S Iyer
(Company Secretary)
(3224 Points)
Replied 03 March 2011
Board can authorise the Directors to sign the share certificates under its common seal.
One of the directors can sign in the "authorised signatory" column as well.
nidhigoel89
(Company Secretary )
(594 Points)
Replied 03 March 2011
Hello!
In that case a third party can also be appointed as authorised signatory by passing a BR.............
Regards
Nidhi
Shridhi Jain
(Company Secretary)
(1678 Points)
Replied 03 March 2011
No need to sign on Authorised signatory. That column can be left blank. Get it signed by the directors in the respective coulmns.
I did like that...in many co.
Jayashree S Iyer
(Company Secretary)
(3224 Points)
Replied 03 March 2011
As per Companies (Issue of Share Certificates) Rules, 1960 the share certificate shall be signed by
1) 2 directors or persons acting on behalf of directors under a duly registered Power of Attorney; and
2) Secretary or some other person appointed by the Board for that purpose.
So if persons other than directors are to sign the share certificate registered POA is required. It cannot be done on the basis of Board resolution alone.
However the persons specified in serial no. 2 shall be approved by the Board by passing a board Resolution.
Other experts veiws are solicited.
Aditya
(Account Manager)
(47 Points)
Replied 08 March 2011
CAclubindia
