Share certificate default by director

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Priyanshi Agarwal (Querist)
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21 October 2021 what is the remedy in case where share certificate are issued 10 years ago and not properly signed by director?

Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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11 July 2024 If share certificates were issued 10 years ago and were not properly signed by the director, there are steps that can be taken to rectify this issue. Here’s what you can do:

### Remedies for Share Certificates Issued without Proper Signatures:

1. **Verification of Signature Requirement**: First, verify whether the signatures were indeed required at the time of issuance according to the company's internal policies, Articles of Association, and relevant laws. Sometimes, not all certificates require director signatures depending on the company's internal regulations.

2. **Rectification by Resolutions**: If the signatures were required but were omitted or improperly done, the company can rectify this by passing a resolution at a board meeting or a shareholders' meeting (depending on the company's rules) to authorize the proper signing of the share certificates retrospectively.

3. **Director's Resolution**: Draft a resolution stating that the original certificates were issued without the proper signature(s) and authorize the current directors to sign or re-issue the certificates with proper signatures.

4. **Re-issue of Certificates**: Once the resolution is passed, re-issue the share certificates with the proper signatures. The new certificates should clearly state that they are issued in replacement of the previous ones, if applicable, and should bear the correct signatures of the directors as required.

5. **Update Registers**: Update the share register and any other relevant records to reflect the issuance of the new share certificates with correct signatures.

6. **Inform Authorities**: If necessary, inform the Registrar of Companies (RoC) about the rectification and issuance of new share certificates to ensure compliance with regulatory requirements.

### Legal Considerations:

- Ensure that the rectification process follows all legal requirements and is documented properly in the company's records.
- Seek advice from a company secretary, legal advisor, or corporate lawyer to ensure compliance with all relevant laws and regulations.

By following these steps, the issue of share certificates issued without proper signatures can be rectified effectively, ensuring compliance and clarity in the company's shareholding structure.