02 February 2022
My Company is small pvt company..there are 2 directors. both directors has sign share certificate..but who will sign share certificate in place of authorised signatory..as Board are not allow the third party to sign the same.
Also, wanted to confirm that who will sign share transfer entry on back of share certificate...director who already sign share certificate can they sign the same?
11 July 2024
In a small private company with two directors, the signing of share certificates and share transfer entries typically follows these guidelines:
1. **Signing of Share Certificates**: - Both directors of the company are authorized to sign share certificates. Usually, the signatures of both directors are required on each share certificate issued by the company. - If a specific authorized signatory is designated by the board for signing share certificates (other than the directors), then that designated person can sign. However, in many small private companies, both directors themselves sign the share certificates.
2. **Share Transfer Entry on Back of Share Certificate**: - The transfer of shares from one shareholder to another is recorded on the back of the share certificate. This entry usually includes details such as the name of the transferee, date of transfer, and signatures. - The directors who signed the original share certificate can also sign the share transfer entry on its back. It is common practice for the same directors who signed the front of the share certificate to also sign the transfer entry on the back.
### Practical Steps:
- **Board Resolution**: If the board prefers that only specific individuals sign share certificates, a board resolution should be passed clearly authorizing these individuals. This resolution should be recorded in the minutes of the board meeting.
- **Documentation**: Ensure that all share certificates and share transfer entries are properly documented and maintained in the company’s records.
- **Legal Compliance**: Confirm that all actions comply with the provisions of the Companies Act, 2013, and the company's Articles of Association.
If there is any uncertainty or if specific policies differ in your company, it's advisable to consult with a company secretary or legal advisor who can provide guidance tailored to your company's situation and ensure compliance with all legal requirements.
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