Consolidation of share certificates

Yes, these share certificates can be consolidated into one single share certificate.

Procedure - The shareholder has to give a letter to the company X requesting to consolidate the share certificates along with the original share certificate. Then the Board of Directors of the Company X have to approve the request of the shareholder to consolidation of share certificates in a board meeting or by circular resolution which will be noted in the next Board Meeting. After this the old share certificates stands cancelled and is kept by the Company X. Then Company X will issue a fresh share certificate after consolidation to the shareholder. After consolidation the share certificate details will be :-

No shares - 10

Date of share certificate - Date of board meeting in which consolidation is approved by directors

Distinctive no 1 to 5 and 10 to 15.

Share certificate no - Suppose co has issued 20 share certificates till date so this will be 21.

Please not that the registered folio no of the shareholder will not change

Format of Board resolution for consolidation

The Chairman informed the Board that the Comapny has recieved a request from a shareholder for consolidation of its share certificates into a single certificate. The Board discussed the matter and passed the following resolution:-

“RESOLVED a share certificates bearing No. 21 carrying 10 fully paid equity shares of Rs.10 each of the company be issued in the name of shareholders name in lieu of original Share Certificate No.3 and 15

“RESOLVED FURTHER THAT Mr _______ and Mr _________, Directors, and Sri _________ as an Authorized signatory  be and are hereby authorized to sign the said share certificates under the common seal of the Company.”

Resolved further that the company deface the original share certificate No.3 and 15 surrendered to the company by the word “CANCELLED” 

The procedure mentioned above was for an Unlisted Company.

For listed Company, the share holder has to send the share certificates along with the letter requesting consolidation of shares to the share transfer agent of the Company X.

Thank You so much Sneha.

I would also like to know that for a pvt unlisted company if we want to consolidate n destroy all the old share certificates then what is the correct procedure. KIndly also mention if there is some ROC formalities to be complied with.

Thank You in advance.

6. Issue of renewed or duplicate share certificate.-

(1) the certificate of any share or shares shall not be issued either in exchange for those which are sub-divided or consolidated or in replacement of those which are defaced, mutilated, torn or old, decrepit, worn out, or where the pages on the reverse for recording transfers have been duly utilised, unless the certificate in lieu of which it is issued is surrendered to the company:
Provided that the company may charge such fee as the Board thinks fit, not exceeding fifty rupees per certificate issued on splitting or consolidation of share certificate(s) or in replacement of share certificate(s) that are defaced, mutilated, torn or old, decrepit or worn out:

(b) Where a certificate is issued in any of the circumstances specified in this sub-rule, it shall be stated on the face of it and be recorded in the Register maintained for the purpose, that it is “Issued in lieu of share certificate No..... sub-divided/replaced/on consolidation” and also that no fee shall be payable pursuant to scheme of arrangement sanctioned by the High Court or Central Government:

(c) A company may replace all the existing certificates by new certificates upon sub-division or consolidation of shares or merger or demerger or any reconstitution without requiring old certificates to be surrendered subject to compliance with clause (a) of sub-rule (1) rule 5, sub-rule (2) of rule 5 and sub-rule (3) of rule 5.

(2)(a) The duplicate share certificate shall be not issued in lieu of those that are lost or destroyed, without the prior consent of the Board and without payment of such fees as the Board thinks fit, not exceeding rupees fifty per certificate and on such reasonable terms, such as furnishing supporting evidence and indemnity and the payment of out-of-pocket expenses incurred by the company in investigating the evidence produced:

(b) Where a certificate is issued in any of the circumstances specified in this sub-rule, it shall be stated prominently on the face of it and be recorded in the Register maintained for the purpose, that it is “duplicate issued in lieu of share certificate No......”. and the word “duplicate” shall be stamped or printed prominently on the face of the share certificate:

(c) In case unlisted companies, the duplicate share certificates shall be issued within a period of three months and in case of listed companies such certificate shall be issued within fifteen days, from the date of submission of complete documents with the company respectively.

(3)(a) The particulars of every share certificate issued in accordance with sub-rules (1) and (2) shall be entered forthwith in a Register of Renewed and Duplicate Share Certificates maintained in Form No.SH.2 indicating against the name(s) of the person(s) to whom the certificate is issued, the number and date of issue of the share certificate in lieu of which the new certificate is issued, and the necessary changes indicated in the Register of Members by suitable cross-references in the “Remarks” column.

On Consolidation of share certificates, does the Share certificate number to be start from last used number of certificate or fresh new range of number can be started? For example...we have share certificate number ranging from 1 to 150, now on consolidation of share certificates, does the new share certificate number can start from range of 501?