Company Capital and Share Certificate Regulations

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Questions and Answers

What is the penalty for a company that fails to comply with the requirements regarding the statement of the authorised capital?

  • Fifteen thousand rupees
  • Twenty thousand rupees
  • Five thousand rupees
  • Ten thousand rupees (correct)

Which document must be surrendered to issue a share certificate?

  • Letter of appointment
  • Letter of allotment (correct)
  • Letter of incorporation
  • Letter of intent

Which individuals' signatures must be included on a share certificate?

  • Only the company secretary
  • The chairman and the CFO
  • Any three officers of the company
  • Two directors or a director and the company secretary (correct)

In case of a One Person Company, which of the following is sufficient for signing a share certificate?

<p>Signature by a director and the company secretary or any other person authorized by the Board (B)</p> Signup and view all the answers

What is required for a share certificate to be considered signed if a director’s signature is printed on it?

<p>The director must provide a facsimile signature under specific conditions (A)</p> Signup and view all the answers

What should be done if the old share certificate is lost or destroyed?

<p>Surrender the old certificate for renewal only (C)</p> Signup and view all the answers

What must be entered into the Register of Members concerning share certificates?

<p>Particulars of the issued share certificates (D)</p> Signup and view all the answers

How is a penalty incurred by an officer of the company for defaults related to capital statement?

<p>Five thousand rupees for each default (A)</p> Signup and view all the answers

Flashcards

Disclosure Requirements for Company Capital

A company must publicly disclose its authorized capital, subscribed capital, and paid-up capital in official publications, business letters, and other documents. Failure to comply with this requirement results in penalties for the company and its officers.

Share Issuance Requirements: Board Resolution and Allotment

The Board Resolution for share issuance must be passed, and the letter of allotment or fractional coupons must be submitted to the company. If the letter of allotment is lost, the Board can set reasonable terms.

Share Certificate: Form SH-1

Share certificates must be issued in Form No. SH-1, specifying the shareholder's name, the shares they hold, and the amount paid up.

Signature Requirements for Share Certificates

Share certificates must be signed by two directors or a director and the Company Secretary. If the company has a common seal, it must be affixed in the presence of the required signatories.

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Share Certificate Signing in One Person Companies

For One Person Companies, a single director's signature, along with the Company Secretary or an authorized person, is sufficient for share certificates.

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Facsimile Signatures on Share Certificates

A director's facsimile signature, created using a machine or other means, is treated as a valid signature on a share certificate, but the director is personally responsible for its use and security. Rubber stamps are not accepted.

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Register of Members: Recording Share Certificates

Details of share certificates must be recorded in the Register of Members, which serves as the official record of company share ownership.

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Renewal of Share Certificates

Renewal of a share certificate can only be done by surrendering the old certificate. This prevents the issuance of duplicate certificates and protects against fraud.

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Study Notes

Authorized Capital and Subscribed Capital Statement Requirements

  • Companies must prominently display both authorized capital and subscribed capital amounts in notices, advertisements, business letters, and billheads.
  • Failure to comply results in a ₹10,000 penalty for the company and a ₹5,000 penalty for each defaulting officer.

Share Certificate Issue Provisions

  • Requirements: Board resolution, letter of allotment (or fractional coupons) surrender. Lost/destroyed letters may have special terms imposed.
  • Format: Form SH-1, specifying owner, shares, and paid-up amount.
  • Signatures: Two directors, or a director + CS (if appointed). Seal if the company uses one.
  • One Person Companies: Signed by a director and CS, or authorized person.
  • Facsimile Signatures: Allowed with machine/equipment (not rubber stamps), under director's personal responsibility.
  • Register of Members: Share certificate details must be entered.

Renewed/Duplicate Share Certificate Provisions

  • Renewal: Only upon surrender of the previous certificate.
  • Fees: Maximum ₹50 per certificate.
  • Lost/Destroyed Certificates: No issuance without board consent.
  • Time Limits: Listed companies must issue duplicates within 45 days; unlisted companies within 3 months of complete document submission.

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