MCA amends the Share Certificate Requirements for Companies

MCA has notified The Companies (Share Capital and Debentures) Amendment Rules, 2018 which will be applicable from the date it is published in theOfficial Gazette i.e. 10th April 2018.

Every share certificate shall specify/include:

• Number of shares to which it relates and the amount paid-up thereon
• Common Seal of the company( if the company has one) shall be affixed in the presence of personsrequired to sign the certificate.
• It should be signed
  • by either two directors or
  • by a director and the company secretary, wherever thecompany has appointed company secretary.

In case of One person company, the certificate will be signed by the director & the company secretary or any other person authorised by the Board for this purpose.
As per this rule digital signature of director on Share Certificate are also acceptableprovidedthat the director shall be personally responsible for permitting the affixation of his signatures.
The official notification is given below for your reference.

[To published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i)]

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION

New Delhi, 10.04.2018

G.S.R. __ (E).- In exercise of the powers conferred by sub-sections (I) and (2) ofsection 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes thefollowing rules further to amend the Companies (Share Capital and Debentures) Rules, 2014,namely:-
I. Short title and commencement. – (I) These rules may be called the Companies (Share Capitaland Debentures) Amendment Rules, 2018.

(2) They shall come into force on the date of their publication in the Official Gazette.

2. In the Companies (Share Capital and Debentures) Rules, 2014, in rule 5, for sub-rule (3) of,the following sub-rule shall be substituted, namely:-

“(3) Every certificate shall specify the shares to which it relates and the amount paid-up thereonand shall be signed by two directors or by a director and the company secretary, wherever thecompany has appointed company secretary:

Provided that in case the company has a common seal it shall be affixed in the presence of personsrequired to sign the certificate.

Explanation. – For the purposes of this sub-rule, it is hereby clarified that,-

(a) in case of an One Person Company, it shall be sufficient if the certificate is signed by a directorand the company secretaryor any other person authorised by the Board for the purpose.

(b) a director shall be deemed to have signed the share certificate if his signature is printed thereonas facsimile signature by means of any machine, equipment or other mechanical means such asengraving in metal or lithography or digitally signed, but not by means of rubber stamp, providedthat the director shall be personally responsible for permitting the affixation of his signature thusand the safe custody of any machine, equipment or other material used for the purpose.

[F. No. OI/k/2013-CL~- Part-III]
-sd
K.V.R.Murty, Joint Secretary

Note :- The principal rules were published in the Gazette of India, Extraordinary, Part II,Section 3, sub-section (i) vide number G.s.R. 265(E), dated 31st March, 2014 andsubsequently amended vide notifications as detailed below:-