Share certificate

Company Secretary

Hi

 

While issuing shares to the subscribers of pvt ltd. company, share certificate is to be signed as per share certificate rules.

If the pvt ltd. co has only two directors and nobody else then who will sign in the capacity of Authorised signatory?

1. According to me, one director can also act as Authorised signatory.

Regards

Hinna Garg

 
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Company Secretary

Hi Hinna

Yes, if there is no other authorised signatory , then any one director can also sigh as Authorised signatory on the share certificate.

Regards

Malav

 
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Company Secretary

Thanks

 

but have u done this sort of thing in actual

 
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Company Secretary

Means how a person can witness his own signature

 
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Corporate Laws and Indirect Taxation Laws Practitioner.

 This is really an interesting query. See, the main object for inserting the provision for signature of Authorized Signatory was to ensure that everything is all right with respect to issuing certificates. I personally feel (dont have any confirmation though) that authorized signatory should b other than the two signing directors. However he may also be a Director in the Company otherthan the signing directors.  

 
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Corporate Laws and Indirect Taxation Laws Practitioner.

 Hinnaji, it is also quite difficult to understand that how can there b no autho signatory? Board should appoint someyone to ensure that everything is fine with respect to issuing Certificates.......

Contrary views are invited.....

 
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Company Secretary

Hi,

Yes, I have issued certificate in such manner. As per Rule 6 of Companies (Issue of Share certificates) Rules, the third person should be authorised by the Board. So the Board can authorise a Director to sign as authorised signatory even though he has signed as Director. 

Regards

Malav Shah

 
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LEGAL COUNSEL

 I subscribe to the views as expressed by my learned friend Mr. Malav Shah and others regarding the procedure for sighning the share certificate The Department of Company Affairs (Company News & Notes, July 1, 1963 issue - refer Ramaiya's Guide to the Co's Act)  has clarified, inter alia, that the reason for a Secretary/3rd Authorised signatory to affix his signature on the share certigficate is that there should at least be some one belong to the board of directors to exercise due check and take responsibility that every thing is allright. Hence, as long as due diligence process is ensured, there is no bar on a Director himself affixing his signatrure as the third signatory.

Vasudevan

 
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