Relating issue of share certificates

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Mallick Naim Babu (Querist)
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30 January 2024 Hello. I'm going to issue the share certificates to the subscribers of memorendum of my private limited company. I wanted to know how does the MCA or any concerned authorities would know whether I've issued the share certificates or not? Is there any process to report the issuance of yhe share certificates?

Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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10 July 2024 When you issue share certificates to the subscribers of the memorandum of your private limited company, there are certain compliance requirements you need to follow to ensure that the issuance is properly recorded and reported:

1. **Issuance of Share Certificates**: After receiving the subscription money from the subscribers, you need to issue share certificates to them. These certificates are legal documents that confirm the ownership of shares in the company by the respective subscribers.

2. **Maintenance of Registers**: As per the Companies Act, 2013, you are required to maintain various registers related to shareholding:
- **Register of Members**: This register contains details of all the shareholders, including their names, addresses, number of shares held, and date of acquisition.
- **Register of Share Certificates**: This register records the issuance of share certificates, including details such as certificate number, date of issue, name of the shareholder, and number of shares issued.

3. **Filing with ROC**: While there is no specific requirement to file share certificates directly with the Ministry of Corporate Affairs (MCA), the information about share issuances is reflected in the annual returns and financial statements filed by the company. The ROC (Registrar of Companies) relies on these filings to monitor compliance.

4. **Annual Return (MGT-7)**: In the annual return (Form MGT-7), you are required to provide details of the share capital of the company, including any changes in shareholding during the year. This includes the issuance of new shares and share certificates.

5. **Compliance with Companies Act**: Issuance of share certificates and maintenance of related registers are critical for compliance with the Companies Act. Non-compliance could lead to penalties and legal implications.

**Process to Report Issuance of Share Certificates**:
- There is no separate process to report the issuance of share certificates directly to the MCA. Instead, you ensure compliance by maintaining accurate records in your registers and reflecting these details in your annual filings (such as MGT-7).
- Ensure that all share certificates are properly signed by authorized signatories, sealed (if required), and delivered to the shareholders against their subscription.

**Conclusion**:
Issuing share certificates is a significant step in the incorporation of your private limited company and subsequent allotment of shares. To ensure compliance, maintain meticulous records, including registers of members and share certificates. These records serve as evidence of ownership and are critical during audits or inspections by regulatory authorities. Always adhere to the Companies Act provisions and seek guidance from a qualified company secretary or legal professional if needed.