This checklist is for physical share-certificate compliance. Listed companies, companies covered by mandatory dematerialisation provisions, and transactions processed through a depository/RTA require additional SEBI, Depositories Act, depository and applicable MCA compliance. Verify the latest rules/circulars on the actual transaction date.

ISSUE OF SHARE CERTIFICATE
PROCESS & COMPLIANCE CHECKLIST

Companies Act, 2013 | Companies (Share Capital and Debentures) Rules, 2014

Use for physical share certificates. Where securities are held in dematerialised form, the company must follow the applicable depository/DEMAT process instead of treating a physical certificate as the evidence of holding. Verify the latest MCA notifications, rules, exemptions and applicable SEBI/depository requirements before live use.

1. Legal Framework

Section 56 expressly provides the two-month timeline for certificates after allotment and one-month timeline after receipt of a transfer instrument/intimation of transmission; where securities are in a depository, allotment details are to be intimated to the depository immediately. citeturn0search5

2. First Decision: What Event Triggered the Certificate?

3. Pre-Issue Master Checklist

• ☐ Identify shareholder/member and verify name exactly against Register of Members.
• ☐ Confirm folio number and registered address.
• ☐ Confirm number/class of shares.
• ☐ Confirm distinctive numbers, where applicable.
• ☐ Confirm certificate number and whether it is original/duplicate/replacement/subdivision/consolidation.
• ☐ Confirm nominal value and paid-up amount per share.
• ☐ Confirm consideration received and paid-up status.
• ☐ Confirm allotment/transfer/transmission date.
• ☐ Confirm Register of Members has been updated or the certificate event is properly linked to the update.
• ☐ Check whether the company is required to issue physical certificates or the securities are in dematerialised form.
• ☐ Check restrictions, lien, pledge, lock-in or other encumbrance requiring endorsement.
• ☐ Check stamp duty requirements for issue/transfer as applicable under current law and state/central framework.
• ☐ Check whether any special notation is required, e.g. lock-in.
• ☐ Check AOA for certificate execution/authority provisions.
• ☐ Check Board resolution/committee authorization where required.
• ☐ Verify certificate stationery/security controls.

4. Share Certificate Particulars

• ☐ Company name and CIN/identifying particulars as applicable.
• ☐ Certificate number.
• ☐ Folio number / member identification.
• ☐ Name(s) of registered holder(s).
• ☐ Number and class of shares.
• ☐ Distinctive numbers, where applicable.
• ☐ Amount paid-up on each share / aggregate paid-up amount.
• ☐ Relevant transfer/lock-in/other statutory endorsement where applicable.
• ☐ Authorized signatures and execution particulars.
• ☐ Common seal only where its use is required by the company's applicable constitution/law; do not assume a seal is universally mandatory.
• ☐ Counterfoil/stub and certificate register entry completed.

5. Execution / Signing Control

• Follow the current Companies (Share Capital and Debentures) Rules and the company's AOA for signing and authentication.
• Verify who is authorized to sign certificates and whether a company secretary or other authorized person is required.
• Where the statutory rule requires specified directors/persons to sign, obtain the signatures exactly as prescribed.
• Maintain a signature specimen/control sheet for authorized signatories.
• Do not pre-sign blank certificates.
• Ensure cancelled/replaced certificates are clearly marked and preserved.
• Use secure custody for blank certificate stationery and certificate seal, if applicable.
• Reconcile certificate numbers issued, cancelled and remaining in stock.

6. Board Approval / Resolution

• Prepare a Board note identifying the statutory trigger, holder, shares, certificate numbers and authority for issue.
• Place certificate issue/authorization before the Board where required by the Act, AOA or internal governance process.
• Record the approval in Board minutes and retain the signed resolution.
• Cross-reference the Board approval in the share certificate issue register.
• For first subscribers, ensure the first Board meeting / organizational process includes authorization for issue of share certificates where applicable. ICSI's illustrative first Board Meeting agenda specifically includes authorising printing and issue of share certificates to subscribers. citeturn0search15

7. Detailed Process – Fresh Allotment

1. Complete the underlying issue/allotment process under the applicable route: rights, private placement, preferential issue, ESOP, bonus or other permitted route.
2. Pass allotment resolution and determine the exact allotment date.
3. Complete allotment filing and statutory registers applicable to the issue.
4. Update the Register of Members and allotment records.
5. Confirm consideration received and paid-up amount.
6. Generate certificate particulars and distinctive numbers where applicable.
7. Prepare certificate/counterfoil and verify maker-checker controls.
8. Obtain prescribed signatures/authorization.
9. Record certificate number and date of issue in the certificate register.
10. Deliver certificate to member within 2 months from allotment, unless securities are dealt with in a depository.
11. Obtain acknowledgement/proof of delivery and file it with the certificate working papers.

8. Detailed Process – Transfer

12. Receive duly executed and complete transfer instrument (SH-4 where applicable for physical securities).
13. Record date of receipt and verify stamp duty/other formalities.
14. Check transferor/transferee names, folio, certificate number, distinctive numbers, consideration and signatures.
15. Verify transfer restrictions under AOA and applicable law.
16. Obtain Board/committee approval or note registration of transfer as applicable.
17. Update Register of Members and endorse/cancel/reissue certificate as applicable.
18. Prepare transferee certificate / endorsement.
19. Complete prescribed signing and authentication.
20. Deliver certificate within 1 month from receipt of the instrument.
21. Preserve original transfer instrument and delivery proof.

MCA confirms that SH-4 is the prescribed form for transfer of securities held in physical form under Rule 11 of the Companies (Share Capital and Debentures) Rules, 2014. citeturn0search1

9. Detailed Process – Transmission

• Receive written intimation and supporting documents from legal heir/nominee/successor, as applicable.
• Verify death certificate, succession/probate/letters of administration/other entitlement documents as required by the facts and AOA.
• Check whether transmission is covered by nomination or legal succession.
• Obtain indemnity/affidavit/surety or other documents where required under company policy/law.
• Approve/record transmission through the authorized governance process.
• Update Register of Members.
• Cancel old certificate where applicable and issue/endorse certificate to the entitled holder.
• Complete certificate issue within 1 month from receipt of valid transmission intimation, subject to the statutory process.
• Retain complete transmission file and proof of delivery.

10. Duplicate / Replacement Share Certificate

• Obtain written application from registered holder.
• Determine whether certificate is lost, destroyed, defaced, mutilated, worn out or has no space for transfer endorsement.
• Obtain original certificate for replacement cases where it exists.
• For lost/destroyed certificate, obtain proof, indemnity and other documents required under applicable rules/company procedure.
• Check whether public notice/police complaint/other safeguards are required under the circumstances and current rules.
• Approve issue through competent authority.
• Mark replacement certificate appropriately and link it to the old certificate number.
• Cancel the old certificate in records to prevent double title claims.
• Update certificate register and Register of Members as necessary.

11. Certificate Register & Reconciliation

12. Timeline – CS Event Tracker

13. Stamp Duty / Physical Certificate Controls

• Determine applicable stamp-duty treatment for issue/transfer of securities under the current stamp-duty framework and applicable state/central rules.
• Do not assume the old physical share-certificate stamp-paper practice applies unchanged to every transaction.
• For transfers, verify stamp duty and SH-4 requirements before registering the transfer.
• Keep proof of payment/collection where applicable.
• Coordinate with RTA/DP/depository for dematerialised transactions.

14. Post-Issue Records

• ☐ Share certificate original / duplicate / replacement copy as applicable.
• ☐ Counterfoil/stub.
• ☐ Certificate issue register entry.
• ☐ Register of Members update.
• ☐ Board resolution/minutes reference.
• ☐ Allotment/transfer/transmission documents.
• ☐ Payment/consideration evidence.
• ☐ Stamp-duty evidence where applicable.
• ☐ Delivery acknowledgement.
• ☐ Cancellation record of old certificate where applicable.
• ☐ ROC filing reference where the underlying transaction triggered a filing.
• ☐ Depository/RTA communication where applicable.

15. Common Non-Compliance / Risk Matrix

16. CS Final Sign-Off

17. Master Working-Paper File Structure

22. 01 – Trigger & Statutory Deadline Sheet
23. 02 – Allotment / Transfer / Transmission Documents
24. 03 – Board Resolution / Minutes
25. 04 – Register of Members Extract
26. 05 – Certificate Draft / Final Certificate
27. 06 – Certificate Register / Counterfoil
28. 07 – Stamp Duty / Payment Evidence
29. 08 – Delivery / Acknowledgement
30. 09 – Depository / RTA Correspondence
31. 10 – ROC Filing / SRN, if applicable
32. 11 – Cancellation / Duplicate / Replacement Records
33. 12 – CS Final Sign-Off

18. Legal Verification Note

Section 56(4) is the principal timeline provision for delivery of certificates. Section 46 and the Companies (Share Capital and Debentures) Rules govern certificate evidence, form and execution. The exact execution/signing route should be checked against the current Rules and the company's AOA before issuing a certificate. The MCA/ICSI material confirms the statutory delivery timelines and the prescribed physical transfer form. 

Important: This checklist is for physical share-certificate compliance. Listed companies, companies covered by mandatory dematerialisation provisions, and transactions processed through a depository/RTA require additional SEBI, Depositories Act, depository and applicable MCA compliance. Verify the latest rules/circulars on the actual transaction date.