Board Resolution Issue certificates to Memorandum subscribers

In 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.”

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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.”



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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.