27 April 2011
Kindly guide me in the following issue:
On 21.04.2011 by way of Board resolution, the board of directors of a private limited company authorised two directors A & B to sign the share certificates which is to be issued to two new members. A & B resigned on 23.04.2011 (on conflict with the company). The share certificate was made ready for signing and sealing on 26.04.2011. But now the authorised directors A&B have resigned .
Can the existing directors X & Y sign the share certificate which is to be dated 07.04.11. If so, kindly let me know the resolution to be made for authorising X & Y for signing at a later date.
Can the share certificate contain date later than the Board resolution date(i.e. 07.04.11 - on which the directors are atuhorised to sign) and be signed by directors other than those authorised in the resolution. Kinldy let me know the resolution to be made now to issue the share certificate under the signature of X & Y.
27 April 2011
In my opinion, pursuant to resignation of Mr. A & Mr. B, Directors of the Company authorised to sign the Share Certificates, you have to convene a Seperate Board Meeting on 26.04.2011 and pass a resolution in supercession to the resolution passed earlier and authorise Mr. X & Mr. Y to sign the Share Certificates.
The date to be printed on the Share Certificate can be later than the date of the Board Resolution and must be the date on which the Share Certificates are actually signed by the Directors and the Authorised Signatory.
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