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Share Certificate

A share certificate is evidence of ownership of shares issued by the company to its member. A certificate of shares is required when shares are issued in physical form.

Share certificate is prima facie evidence of title

A certificate, issued under the common seal, if any, of the company or signed by two directors or by a director and the Company Secretary specifying the shares held by any person shall be prima facie evidence of the title of the person to such shares. The requirement of affixing common seal on the certificate of share is optional.

Further, if the hares are in dematerialized form, the record of the depository shall be treated as the prima facie evidence of the interest of the beneficial owner.

Content of Share Certificate

As per the format of the share certificate i.e. Form SH-1, the following are the contents of the share certificate:

On the front of the share certificate

  • Name of issuing company
  • Corporate identity number (CIN)
  • Address of the registered office
  • Nominal value per share
  • Amount paid-up per share
  • Register Folio Number
  • Certificate Number
  • Name of the holders (including the joint holders)
  • Number of share held in words and in number
  • Distinctive numbers of shares
  • Date of issue of share certificate
  • Signatory of directors and secretary/any other authorized person 

On the reverse of the share certificate

  • Name of the Transferor
  • Name of the Transferee
  • Number of shares
  • Date of share transfer
  • Signature of the authorized signatory

Issuance of duplicate certificate of shares

The company may issue a duplicate share certificate in the following cases:

  • Certificate is lost or destroyed.
  • Certificate has been defaced, mutilated, or torn and is surrendered to the company.

If a company issues a duplicate certificate of shares with intent to defraud,

  • the company shall be punishable with a fine as follows-
    • Minimum limit: 5 times the face value of the shares involved in the issue of the duplicate certificate.
    • Maximum limit: 10 times the face value of such shares or rupees ten crores whichever is higher.
  • Every officer of the company who is in default shall be liable for action under section 447

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CA Rupali Gupta

CA Rupali Gupta