Rayan Music Corporation Ltd. is a company which has recently issued shares and completed allotment. Now it is in the process of issuing the share certificates. There arose a doubt as to whether the share certificate has
CS Executive · Company Law · PYQS · December 2021
Rayan Music Corporation Ltd. is a company which has recently issued shares and completed allotment. Now it is in the process of issuing the share certificates. There arose a doubt as to whether the share certificate has to be signed by all directors. The company has a common seal. Advise the company on the issue of singing and affixing the seal on the share certificate to be issued.
Answer & Explanation:
Rule 5 of the Companies (Share Capital and Debentures) Rules, 2014, every share certificate shall be issued under the seal, if any, of the company, which shall be affixed in the presence of, and signed by- (a) two directors duly authorized by the Board of Directors of the company for the purpose or the committee of the Board, if so authorized by the Board; and (b) the secretary or any person authorised by the Board for the purpose: In case a company does not have a common seal, the share certificate shall be signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary. Further, director or company secretary shall be deemed to have signed the share certificate if his signature is printed thereon as facsimile signature by means of any machine, equipment or other mechanical means such as engraving in metal or lithography or digitally signed, but not by means of rubber stamp, provided that the director or company secretary shall be personally responsible for permitting the affixation of his signature thus and the safe custody of any machine, equipment or other material used for the purpose. All directors need not sign, however it shall be signed by two directors.
Topics: Share Capital and Debentures
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