Signing of share certificates by companies without common seal-Amendment to Schedule-I – MCA Notification

Signing of share certificates by companies without common seal. Amendment to Table-F of the Schedule-I Articles of Association of company limited by shares 

From the commencement of the Companies (Amendment) Act, 2015 (21 of 2015), i.e. with effect from the 29th May, 2015, companies are not be required to have “common seal” by virtue of registration under the Companies Act, 2013.

Accordingly, the MCA had amended the Companies (Share Capital and Debentures) Second Amendment Rules, 2015 by issue of the notification dated 29th May, 2015 regarding signing of the share certificates where the company does not have a common seal.

Now the corresponding amendments have been made in Table-F of the Schedule-I (Articles of Association of company limited by shares) related to signing of share certificates. 

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS

Notification

New Delhi: 10.04.2018

GSR. _ (E).- In exercise of the powers conferred by sub-section (1) of section 467 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following alteration to the Schedule I of the said Act, namely:-

2. In the Companies Act, 2013, in Schedule I, –

(i) in Table F, in paragraph II, –

(a) in sub-paragraph (2), for item (ii), the following item shall be substituted, namely:-

“Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed by two directors or by a director and the company secretary, wherever the company has appointed a company secretary:

Provided that in case the company has a common seal it shall be affixed in the presence of the persons required to sign the certificate.

Explanation.- For the purposes of this item, it is hereby clarified that in case of an One Person Company, it shall be sufficient if the certificate is signed by a director and the company secretary, wherever the company has appointed a company secretary, or any other person authorised by the Board for the purpose.”;

(b) in sub-paragraph (79), after item (ii), the following explanation shall be inserted, namely:-

“Explanation.- : For the purposes of this sub-paragraph it is hereby clarified that on and from the commencement of the Companies (Amendment) Act, 2015 (21 of 2015), i.e. with effect from the 29th May, 2015, company may not be required to have the seal by virtue of registration under the Act and if a company does not have the seal, the provisions of this sub-paragraph shall not be applicable.”

(ii) in Table H, in paragraph II, in sub-paragraph (30), after item (ii) but before the ‘Note’, the following explanation shall be inserted, namely:-

“Explanation.- For the purposes of this sub-paragraph it is hereby clarified that on and from the commencement of the Companies (Amendment) Act, 2015 (21 of 2015), i.e. with effect from the 29th May, 2015, company may not be required to have the seal by virtue of registration under the Act and if a company does not have the seal, the provisions of this sub-paragraph shall not be applicable.”.

[F.N 11/08/2012-CL, V-Vol XVII]

(K V R MURTY)
Joint Secretary to the Government of India

Companies (Share Capital and Debentures) Rules, 2014 has also been accordingly amended Click Here >>

Download Notification amending Schedule-1 Click Here >>