The Ministry of Corporate Affairs (MCA) vide notification dated April 10, 2018 has amended Companies (Share Capital and Debentures) Rules, 2014 and issued Companies (Share Capital and Debentures) Amendment Rules, 2018 which shall become effective once notified in official gazette.
Pursuant to the amendment, Rule 5(3) related to share certificates, where shares are not in Demat form has been substituted and states that every certificate shall specify the shares and the amount paid-up on it and shall be signed by two directors or by a director and the company secretary, in case the company has appointed company secretary. Also if the company has a common seal it shall be affixed in the presence of persons required to sign the certificate.
Further, in case of an One Person Company, it shall be sufficient if the certificate is signed by a director and the company secretary or any other person authorised by the Board for the purpose.
And the director shall be personally responsible for permitting the affixation of his signature in case his signature is printed on share certificate as facsimile signature by means of any machine, equipment or other mechanical means such as engraving in metal or lithography or digitally signed, but not by means of rubber stamp.


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