Folio number is one of the number a common shareholder of a company concerns. In this era of dematerialisation folio may not of much concern for a seasoned investor but it certainly have value for shareholders and entrepreneur having medium small and micro sector companies. Every shareholder found this number at his share certificate and read it distinctive numbers of shares. A folio number once allocated never changes until a person remains a shareholder in the company.
The folio number also puzzle young companies secretaries how to allocate a folio number to a shareholder. This post briefly touches the subject.
For an investor, folio number is his identity to the company but the Companies Act, 2013 does not have a single word on this subject. Even in subordinate legislation, only three rules have mention of “folio number” and two other rules refer to “folio”.
What is a folio number? It is a number of a folio. In general parlance, folio number is called page number. English dictionaries define “folio” as an individual leaf of paper or parchment, either loose as one of a series or forming part of a bound volume, which is numbered on the recto or front side only.
A folio number is a number of the page of the shareholder’s register on which details of a shareholder is recorded.
Naturally, this number is not anyway related to and affected by the number of the director but decided by the number of shareholders.
The process of allocating folio numbers is the same in all case whether it is a public company or a private company, limited or unlimited, public sector or private sector.
The allocation of folio number is an unceremonious task silently happening at the time of incorporation. Yes, indeed.
We used to allocate initial folio numbers in the same sequence in which a subscriber to the memorandum of association (MOA) signed or subscribed to take initial share capital at the time of incorporation. These subscribers are a promoter or founder shareholders of the company they are incorporating. An efficient company secretary shall prepare members’ or shareholders’ register immediately after obtaining incorporation certificate for a company. It helps him to prepare and issue share certificates to shareholders.
On the issue of further shares, new shareholders receive next folio numbers in the sequence in which they are listed on the resolution allotting shares to them.
First, two promoter shareholders A and B as a subscriber to the memorandum of association will normally get folio numbers 1 and 2.
If in a further allotment say C, D, A, E, F, and G applied for newly issued and allotted further shares then C, D, E, F and G will get subsequent folio numbers 3, 4, 5, 6 and 7. While the fact of further allotment of shares to A shall be recorded on his original folio number only which, in the present example, is 1.
Now, in the case in the further allotment, A and D applied for shares jointly in first application and D and A applied for shares jointly in the second application, they will get new and separate folio number as joint folio numbers say 8 and 9 irrespective of the fact that A and D already has individual folio. Joint holding of A and D is also different from Joint holding of D and A.
Similarly, B and his joint family firm B (HUF) are different persons and will get different folio numbers. However, B and his sole proprietorship firm B and Co. is not a different person and share shall be allotted to B only to his own folio number.
In simple terms, a legal person will get one folio number as an individual. An informal association of individuals as joint shareholding shall also get a different folio number.
REFERENCE OF FOLIO OR FOLIO NUMBER IN COMPANIES RULES
Every shareholders’ register maintained shall include an index of the names entered in the respective registers and the index shall, in respect of each folio, contain sufficient indication to enable the entries relating to that folio in the register to be readily found. [Rule 6 of the Companies (Share Capital and debentures) Rules, 2014]
Other rules having reference to folio or folio numbers are:
- Voting Through Electronic Means [Rule 20 of the Companies (Share Capital and debentures) Rules, 2014];
- The manner in which the Chairman of Meeting Shall Get the Poll Process Scrutinised and Report Thereon [Rule 21 of of the Companies (Share Capital and debentures) Rules, 2014];
- Procedure to be Followed for Conducting Business Through Postal Ballot [Rule 22 of the Companies (Share Capital and debentures) Rules, 2014]; and
- Small Shareholders’ Director [Rule 7 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 ]
FOLIO NUMBER ON SHARE CERTIFICATES
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 favour the certificate is issued, the shares to which it relates and the amount paid-up thereon.
ASSESSMENT OF VOTING POWER
A folio contains details of all shares registered in the name of the shareholder. It records all shares allotted, purchased and sold by the shareholder. At the end of the folio, the final figure of shares held by the shareholder shows the voting power of the shareholder mentioned on the folio.
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The reference to Folio No. for Shares Certificates is noted, however where do you find Folio no. for shares which are in Electronic Demat Form ?
In Demat or electronic form, there is no use of Folio numbers.
It would be of great help if you could please answer these 2 questions
1. Where can we get registered folio number & certificate number for new OPC with only one director and no employees/members?
2. Do we need to submit this to ROC? Or is it sufficient to just pay stamp duty and give it to sole director?
1. Company will mention folio number and distinctive number on share certificate. In OPC Folio number will always be 1 until nominee or any other person will be a new member.
2. Nothing to file to ROC. Give certificate to Sole Member/shareholder.
Could you please guide me if the pages of member’s Folio has insufficient space to write, then how to write further entries in the Register of Members.
Continue the folio on next available page in the register.
Hi. If we want to allot CCPS to the existing shareholders should it be alloted to the existing folio number or new folio number to be alloted for ccps.
You can choose either way. However, a separate register with separate folio numbers will be easier.
But for control and overall information purposes, you may have index-linked with PAN.
In case an existing Shareholder transfers share to a new shareholder, will a new folio number be assigned to the transferee?
Folio number is connected with a person – legal or natural. The new person will have a new folio if no folio is allotted earlier.
If the existing shareholder transfers his all shareholding, then the folio may be closed, and a fresh folio will be allotted to him if he purchases shares again
The existing shareholders holding 95 % and 5% shareholding which
been acquired by the new shareholders in the ration of 75% & 25% respectively which includes share split, but the consideration been paid by new shareholders in 75% and 25% portion to the existing shareholders, now how consideration be mentioned in SH-4 form separately
for splitted shares then?
There may be Three Form SH-4.
First 1-75 (First Transferor – First Transferee), Second 76-95 (first Transferor – second Transferee) and Third 96-100 (Second Transferor – Second Transferee).
I Hope, you may handle it now.
Kindly guide me in the following case:-
A, B & C are joint holders in a Company. They are having a Ledger Folio No.1.
B passed away. A & C want to remove the name of B from Share Certificate and Register of Members.
In this case whether A&C will be given new Folio Number OR
in the existing Register of Members and Share Certificate the Company will delete the name of Mr.B.
Whether A and C already have a separate Folio Number in the Register of Members?
If yes, treat it as succession and shift shares from the present Folio to their joint Folio.
If not, continue to present the folio number, delete B with a proper remark, and record for doing so.