10 August 2010
As per the Companies Issue of Shares Certificates Rules two directors has to sign Share Cert.They can do it by mechanical means. However, a Secretary or other authorised person is also required to sign a share cert. physically. This authorised person should physically sign the Share certificates.
The Board of Director should authorise any officer or employee(or even to a Director) of the Company to sign the same.
However outsider could be authorise for sign on share certificate.
10 August 2010
Clause 6(only relevant portion) of the Companies (issue of share certificate)Rules,1960 is reproduced below.
The two directors or their attorneys and the secretary or other person shall sign the share certificate.
However, the power of attorney must be a registered one.In view of the above, an out sider can sign provided the above conditions are satisfied. Provisions of the AOA may also be looked into.