The procedure for issuing share certificates after incorporation is governed by key provisions of the Companies Act, 2013 and related rules. A company must first convene a board meeting to approve allotment of shares, confirm receipt of subscription money, and authorize issuance and signing of share certificates in prescribed format. Proper stamping must be affixed as per applicable Stamp Act provisions. Share certificates must then be issued and delivered to subscribers within two months from the date of incorporation. Additionally, the company must maintain a Register of Members under Section 88 in Form MGT-1 within seven days of allotment and ensure authentication of entries by an authorized person or company secretary. A subsequent board resolution may be required for such authorization. The process ensures legal ownership documentation, statutory compliance, and proper record maintenance, making timely execution critical to avoid regulatory non-compliance and penalties.
PROCEDURE FOR ISSUE OF SHARE CERTIFICATES AFTER INCORPORATION UNDER THE COMPANIES ACT, 2013
GOVERNING PROVISIONS OF THE COMPANIES ACT, 2013:
| Section 46 (1) of the Companies Act, 2013
Rule 5 of The Companies (Share Capital and Debentures) Rules, 2015 Section 88 of the Companies Act, 2013 Rule 3 of Companies (Management and Administration) Rules, 2014 Section 56(4)(a) of the Companies Act, 2013 |
PROCEDURE:
| Sr. No | Steps | Timeline / Date |
| 1. | BOARD MEETING:
Convene and hold board meeting and pass board resolution. Agenda:
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| 2. | Affix revenue stamps as per provisions and rates of Stamp Act of the relevant state in which the registered office of the company is situated. |
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| 3. | Deliver the Share Certificate to the Subscribers to memorandum of the company. | within a period of 2 months from the date of incorporation |
| 4. | Register of member under section 88 of the Companies Act, 2013 in Form MGT-1. | within 7 days of allotment. |
| 5. | Convene and hold board meeting and pass board resolution to authorize the authentication of entries in register. | |
| 6. | Carry out authentication of the Register of members by company Secretary or person authorized by the Board. |
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**This document is for educational purposes only and does not constitute legal advice.
Author :Monisha Agrawal , Manager , at M/s Ronak Jhuthawat & Co, Practicing Company secretary Call: +91 98874 22212 | Email: compliancerjac@gmail.com
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