Niki Shingade (Company Secretary) (83 Points)
05 December 2013Hello All,
A pvt co. has not issued share certificates since its inception, now the promoters are going for a management transfer and subsequent share transfer. Now what is the recourse, how does the company issue certificates and what abt the stamping part? pls help.
Anil Dhiman
(Company Secretary)
(114 Points)
Replied 05 December 2013
To regularise everything, you have to issue shares in the back date. I guess the minutes may also not have been prepared. Do everything in the back dates otherwise something would pop up every now and then.
Niki Shingade
(Company Secretary)
(83 Points)
Replied 05 December 2013
Agreed, but what abt stamp duty?
Anil Dhiman
(Company Secretary)
(114 Points)
Replied 05 December 2013
Mam, here in Chandigarh, we do not face any problem wrt stamp duty payment and all because the adhesive revenue stamps are required to be affixed in the certificates which invariably doesnot become a problem.
But fairly enough, i am not sure of Mumbai coz i feel they would have a system of electronic stamping. U need to consult some PCS at Mumbai.
Niki Shingade
(Company Secretary)
(83 Points)
Replied 05 December 2013
Someone from mumbai plz help...........
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 05 December 2013
Dear Anil......
If you are not facing the problem then it does not mean that you will not suggest other to comply the provisions.
Dear Niki
Make an application for stamping the share certificate with proper supporting documents to your Revenu department for stamping of share certificate. They will charge penalty maximum to 10 times of stamp suty which is required to be levied on it.
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 05 December 2013
To,
The Divisional Commissioner,
Revenue Department
Addres:
Subject: Application for stamping of share certificates issued to Subscriber of Memorandum of Association of the Company.
Dear Sir,
As per your requirements in regard to payment of stamp duty payable at the time of issuing share certificates of the Company for subscriptttions/allotments done. We are here by informing you that the Company M/s. ......... PRIVATE LIMITED, incorporated on 19.09.2012, bearing CIN No. ......., registered office at .................. has issued share certificates to subscribers of Memorandum of Association of the Company, dated 28th day of November, 2012 properly signed and under the common seal of the Company.
So, you are hereby requested to raise the demand of consolidated stamp duty on the above mentioned subscriptttion and do the needful.
Thanking you,
For ............. PRIVATE LIMITED
Director
Encl: a/a
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 05 December 2013
Issuance of share certificates to subscriber of Memorandum of Association of the Company.
The Chairman informed the Board that the money from the Subscribers of the Memorandum and Articles of Association of the Company has been received. Accordingly it is proposed to issue share certificates to them and to apply for the stamping of the certificates to the Revenue Department. After a short discussion following resolution was passed in this regard:
“RESOLVED THAT pursuant to the provisions of Section 113 read with Articles of Association and other applicable provisions if any of the Companies Act, 1956 Directors of the Company be and is hereby authorized to issue Share Certificates to the Subscriber of Memorandum of Association of the Company under the signatures of any two directors and one authorized signatory of the Company and to affix Common Seal on the share certificate in their presence.”
RESOLVED FURTHER THAT Director of the company be and is here by further authorized to file application/ papers/ documents with Revenue Department for stamping of Share Certificates issued to Subscribers of the Company.
RESOLVED FURTHER THAT Director of the company be and is here by authorized to do all such things, deeds, acts as may be necessary in this regard.”
Certified true copy
FOR ............... PRIVATE LIMITED
DIRECTOR
Niki Shingade
(Company Secretary)
(83 Points)
Replied 06 December 2013
Thank you so much Mr. Ajay for your valuable opinion.
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