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Board Resolution Issue certificates to Memorandum subscribers

board resolution for issue of share certificates to subscribers to memorandumIn accordance with the provisions of sub-section (4) of section 56 of the Companies Act, 2013, a company is required to issue/deliver the certificates of all securities, within a period of two months from the date of incorporation, in the case of subscribers to the memorandum.

Template of board resolution in this regard is as follows—

SAMPLE #1

#. Issue of share certificates to subscribers to memorandum

The Chairman informed that the company is required to issue .......... number of equity shares of INR .../- each and certificates thereof to the following persons, being the subscribers to the memorandum of the company, with respect to the subscription amount received for a sum of INR ............/- from these subscribers. 

The Board considered the same and passed the following resolution.

Upon motion duly made and seconded, it was: 

“RESOLVED THAT the following share certificates be issued to the subscribers of the memorandum of the company, as per the following details: 

Folio No.
Name of the Subscriber
Number of Equity Shares (Face value INR … each)
Certificate Number
Distinctive Numbers
From
To
01
One Name
12,345
00001
00001
12345
02
Two Name
12,345
00002
12346
24690
03
Three Name
12,345
00003
24691
37035

Total
37,035




FURTHER RESOLVED THAT Ms. ..................., Director and Mr. ...................., Director of the company be and is hereby authorised to sign and issue the share certificates and the Common Seal of the company be affixed to the share certificates in their presence.

FURTHER RESOLVED THAT the share certificates may be signed by above mentioned authorised persons if their signatures are printed thereon as facsimile signatures by means of any machine, equipment or other mechanical means such as engraving in metal or lithography or digitally signed.”

.............................................

SAMPLE #2

#. Issue of share certificates to subscribers to memorandum

The Chairman informed the Board that the company has received the subscription amounts from the subscribers to the memorandum and therefore, the company is required to deliver certificates of securities to them in this regard.

The following resolution was passed by the Board unanimously:

“RESOLVED THAT the certificates of securities be and are hereby issued to the signatories to the Memorandum of Association of the company, as per the following details:

Folio No.
Name of the Subscriber
Number of Equity Shares of INR … each
Certificate Number
Distinctive Numbers
From
To
001
Name of Person #1
11,111
00001
00001
11111
002
Name of Person #2
11,111
00002
11112
22222
003
Name of Person #3
11,111
00003
22223
33333

Total
33,333




FURTHER RESOLVED THAT the Share Certificates be and are hereby issued to the allottees under the signatures, if need be, through the facsimile signatures or digital signatures, of ...................., Managing Director and ................., Company Secretary of the company.”



.............................................

NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.

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