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ARUL INBAA (PROFESSIONAL)     26 July 2009

common seal

plz let me know whether articles of a private limited company can have common seal clause as follows:

common seal can be affixed in presence of atleast one director of the compnay.

is it correct??

 

 



Learning

 4 Replies

A V Vishal (Advocate)     26 July 2009

Yes you can have the clause in the articles, its perfectly alright

1 Like

ARUL INBAA (PROFESSIONAL)     27 July 2009

SIRS,

AS PER COMPANIES (ISSUE OF SHARE CERTIFICATES)RULES 1960, THE SHARE CERTIFICATE SHALL BE ISSUED UNDER THE SEAL OF THE COMAPNY IN THE PRESENCE OF 2 DIRECTORS AND A SECRETARY OR SOME  OTHER PERSON APPOINTED BY BOARD.

 WITH REFERENCE TO THE ABVOE CLAUSE---HOW A PRIVATE LIMITED COMPANY CAN HAVE A CLAUSE LIKE- THE SEAL OF THE COMPANY SHALL BE AFFIXED IN THE PRESENCE OF A SINGLE DIRECTOR. WHETHER IT IS VALID?

 

CS Pooja (Company Secretary)     27 July 2009

I m producing an extract of a general clause in AoA relating to Common seal:

The Board shall provide for the safe custody of the Seal and the Seal shall never be used except by the authority previously given of the Board or a Committee of the Board authorised by the Board in that behalf and save as provided in Article 16(a) hereof one Director shall sign every instrument   to   which the seal is   affixed.   Provided nevertheless, that any instrument bearing the Seal of the Company, and issued for valuable consideration shall be binding on the Company notwithstanding any irregularity touching the authority of the Board to issue the same.

Extract of Share Certificate in AoA (in general):

   Subject the provisions of the Companies (Issue of Share   Certificates) Rules, 1960, or any statutory modification or re-enactment thereof, share scripts shall be issued as follows:-

You will get your answer in this....

 
(a) The certificates of the shares and duplicate   thereof, when necessary, shall be issued under the Seal of the Company which shall be affixed in the presence of
 
(i) Two Directors or a Director and a person acting on   behalf of another Director under a duly registered power of attorney or two persons acting as attorneys for two Directors as aforesaid;
1 Like

ARUL INBAA (PROFESSIONAL)     30 July 2009

THANK U VERY MUCH MEM


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