A certificate, issued under the common seal of the company, specifying the shares held by any person, shall be prima facie evidence of the title of the person to such shares. We have discussed Section 46 of the Companies Act, 2013 dealing with share certificates earlier here.

Issue of Share Certificates:

Where a company issues any share capital, no certificate of any share or shares held in the company shall be issued, except –

(a) in pursuance of a resolution passed by the Board; and

(b) on surrender to the company of the letter of allotment or fractional coupons of requisite value, save in cases of issues against letters of acceptance or of renunciation, or in cases of issue of bonus shares.

If the letter of allotment is lost or destroyed, the Board may impose such reasonable terms, if any, as to seek supporting evidence and indemnity and the payment of out-of-pocket expenses incurred by the company in investigating evidence, as it may think fit.

Form of Share Certificate:

Every certificate of share or shares shall be in Form SH – 1 or as near thereto as possible and shall specify the name(s) of the person(s) in whose favor the certificate is issued, the shares to which it relates and the amount paid-up thereon.

SH – 1:

Share Certificate

[Pursuant to sub-section (3) of section 46 of the Companies Act, 2013 and rule 5(2) of the Companies (Share Capital and Debentures) Rules 2014]

…….………….Limited/Private Limited
……………….(Corporate Identification Number)
(Incorporated under…the Companies Act, 1956/2013)
Registered Office:…………………………………………………………………

This is to certify that the person(s) named in this Certificate is/are the Registered Holder(s) of the within mentioned share(s) bearing the distinctive number(s) herein specified in the above named Company subject to the Memorandum and Articles of Association of the Company and the amount endorsed herein has been paid up on each such share.

EQUITY SHARES EACH OF RUPEES……………… (Nominal value)
Register Folio No: Certificate No:
Name(s) of the Holder(s):
No. of shares held:…………………………… …………………………….. (in words) (in figures)
Distinctive No.(s): From……………………………. To……… (Both inclusive)

Given under the common seal of the Company this……….. day of…… 20…..

(1) Director:

(2) Director:

(3) Secretary/ any other authorized person:

Note: No transfer of the Share(s) comprised in the Certificate can be registered unless accompanied by this Certificate.

Signature on Share Certificate:

Every share certificate shall be issued under the seal 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 in absence of Company Secretary, any person authorised by the Board for the purpose.

If the composition of the Board permits of it, at least one of the aforesaid two directors shall be a person other than the managing or whole-time director.

In case of a One Person Company, every share certificate shall be issued under the seal of the company, which shall be affixed in the presence of and signed by –

(a)  one director or a person authorized by the Board of Directors of the company for the purpose, and

(b)the Company Secretary, or any other person authorized by the Board for the purpose.

Facsimile Signature:

A director shall be deemed to have signed the share certificate if his signature is printed thereon as a 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 a rubber stamp. The director 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.

Entry in Register of Members:

The particulars of every share certificate issued shall be entered in the Register of Members along with the name(s) of person(s) to whom it has been issued, indicating the date of issue.

Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.

11 responses to “CERTIFICATE OF SHARES


  2. Pingback: Amendment to Share Capital and Debentures Rules | AishMGhrana

  3. Akshaya Nimbalkar

    Query : If company is about to print new share certificates with new name consequent to change in old name then is it necessary to mention former name along with new name on new share certificates



  5. where are the counterfoils of share certificates kept?


  6. Pingback: Index of Companies Law Posts | AishMGhrana

  7. Pingback: Share Certificate and Family Company | AishMGhrana

  8. can share certificates be amended not the new ones but the existing share certificates ?


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