Ad Free CAclubindia and Daily Updates on your Mobile. Subscribe Now!

Common Seal

Ashish Sharma (Service) (1028 Points)

31 January 2011

Hi,

Pls. answer following question

Can Share Certificate can be issued with under common seal before its adoption in 1st Board meeting?

Reply
Follow
Share

7 Replies

Ashish Sharma (Service) (1028 Points)
Replied 31 January 2011

Q no.2 What is the date of share acquiring in shareholding register in case of first subscriber date of Subscripttion in MOA or date of Incorporation or date of share certificate?

Upgrade to CAclubindia Pro. Subscribe Now!

HARDIK (COMPANY SECRETARY NCFM (Corporate Governance )) (664 Points)
Replied 01 February 2011

Date of Incorporation.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 01 February 2011

Share Certificates can only be issued under the common seal of the Company only after the common seal has been adopted by the Company and the date of issuace of share certificate to the subscriber of memorandum is the date of incorporation of the company.

HARDIK (COMPANY SECRETARY NCFM (Corporate Governance )) (664 Points)
Replied 01 February 2011

Agree with Ankur.

Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 01 February 2011

Agree with the experts.

Upgrade to CAclubindia Pro. Subscribe Now!

cs ashwini kumar (Company Secretary in Practice) (173 Points)
Replied 01 February 2011

Hi,

I have different opinion on the date of issue of share certificates to the subscribers of the MOA. The subscribers shall be regarded as shareholder w.e.f . the date of incorporation of the Company (Please refer Section 41 of the Cos Act). As Mr. Ankur said that the "Share Certificates can only be issued under the common seal of the Company only after the common seal has been adopted by the Company" which is correct (which is possible only after incorporation in the Board meeting ) and accoringly the date of issue of share certificates may be any date after the date of incorporation.

Best Regards

CS Ashwini Kumar

Ashish Sharma (Service) (1028 Points)
Replied 01 February 2011

Dear All,

As a company has to convene its first Board Meeting within One Month of its incorporation,. let Company incorporated in 09.02.2009 and its First Board meeting held on 12.02.2009 in which common seal is adopted. can Company issue share certificate under seal as on 09.02.2009?