Issue of share certificate

This query is : Resolved

Guest

Guest (Querist)

14 May 2010 The company was incorporated on 2008.the subsrcibers took up the shares.however the shares certificate were not issued for the subscription shares.can the company issue share certificate as on this date? if not what is the alternative.

Rasesh

Rasesh (Expert)
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14 May 2010 If the shares can be issued in back date and stamp duty affixed, it would be the most convenient option. Otherwise, issue the shares in today's date.

Guest

Guest (Querist)

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Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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02 August 2024 If a company was incorporated in 2008 and the share certificates for the subscribed shares were never issued, it is possible to issue these certificates at this date. However, there are specific procedures and considerations to ensure compliance with legal requirements and to address the long delay in issuing the certificates.

### Steps to Issue Share Certificates Now

1. **Verify Share Allotment and Payment:**
- Ensure that the shares were duly allotted to the subscribers and that the payment for the shares was received.
- Check the board resolutions or records that confirm the allotment of shares.

2. **Prepare Share Certificates:**
- Issue share certificates as per the format prescribed under the Companies Act, 2013 or the relevant provisions of the Companies Act, 1956 (as applicable).
- Ensure that the certificates are issued with the correct details, including the number of shares, certificate number, and details of the shareholders.

3. **Board Resolution:**
- Pass a board resolution to approve the issuance of share certificates. This resolution should reflect the decision to issue certificates for the shares that were previously allotted but not issued.

4. **Update Register of Members:**
- Update the Register of Members with the details of the share certificates being issued. The register should reflect the current shareholding as of the date of issuing the certificates.

5. **Issue Share Certificates:**
- Issue the share certificates to the respective shareholders. Ensure that the certificates are signed by the authorized signatories as required by law.

6. **File with Registrar of Companies (ROC):**
- Although there might not be a specific requirement to notify the ROC about the issuance of share certificates, ensure that all company records are up-to-date and accurate.

### Alternative if Issuing Certificates Now is Challenging

If issuing share certificates now is impractical or if there are complications due to the delay, consider the following alternatives:

1. **Rectification of Records:**
- If the delay in issuing certificates has led to discrepancies in the company's records or with shareholders, it might be necessary to rectify the records with a special resolution or legal remedy as per applicable laws.

2. **Legal Opinion:**
- Obtain a legal opinion to ensure that issuing the certificates now will not contravene any provisions or lead to legal complications. The legal opinion can also guide on any specific documentation required due to the delay.

3. **Communication with Shareholders:**
- Inform the shareholders about the delay and the steps being taken to issue the certificates. Maintain transparency and ensure that all communications are documented.

4. **Regularize with ROC (if required):**
- If the delay in issuing certificates affects compliance with any statutory requirements, consult with the Registrar of Companies or a legal advisor to regularize the situation.

### Supporting References

- **Companies Act, 2013:**
- **Section 56:** Addresses the issuance and delivery of share certificates and the company's obligations in this regard.
- **Section 61:** Deals with the alteration of share capital and procedures related to share certificates.

- **Companies Act, 1956:**
- **Section 113:** Covered the issuance of share certificates under the earlier law, which would still be relevant for historical compliance.

Issuing share certificates as of the current date is feasible, provided the necessary procedures are followed, and all legal and compliance requirements are met.