Section 46 Certificate of shares – Companies Act 2013

Amended and updated notes on section 46 of Companies Act 2013. Detail discussion on provisions and rules related to certificate of shares.

Amended and updated notes on section 46 of Companies Act 2013. Detail discussion on provisions and rules related to certificate of shares.

Chapter IV (Sections 4372) of the Companies Act, 2013 (CA 2013) deals with the provisions related to share capital and debentures. Section 46 of CA 2013 provides for certificate of shares.

Recently, we have discussed in detail section 45 (Numbering of shares) of CA 2013. Today, we learn the provisions of section 46 of Companies Act 2013 read with the Companies (Share Capital and Debentures) Rules, 2014.

Section 46 of the Companies Act, 2013 has been notified by the Ministry of Corporate Affairs (MCA) vide Notification No. S.O. 902(E) issued dated 27.03.2014. This notification was come into force from 1st April, 2014 i.e. the commencement date of section 46 is 1-4-2014.

Name of ActThe Companies Act 2013
Enacted byParliament of India
Administered byMinistry of Corporate Affairs (MCA)
Number of Chapters29
Number of Sections484 (470-43+57)
Number of Schedules7
You are reading:
Chapter No.IV
Chapter NameShare Capital and Debentures
Section No.46
Section NameCertificate of shares
Monthly Updated EditionCompany Law PDF

Section 46 of Companies Act 2013: Certificate of shares

Section 46 shall come into force on 1st April, 2014 vide Notification No. S.O. 902(E) issued dated 27.03.2014.

(1) A certificate, issued under the common seal, if any, of the company or signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary, specifying the shares held by any person, shall be prima facie evidence of the title of the person to such shares.

(2) A duplicate certificate of shares may be issued, if such certificate —

  • (a) is proved to have been lost or destroyed; or
  • (b) has been defaced, mutilated or torn and is surrendered to the company.

(3) Notwithstanding anything contained in the articles of a company, the manner of issue of a certificate of shares or the duplicate thereof, the form of such certificate, the particulars to be entered in the register of members and other matters shall be such as may be prescribed.

(4) Where a share is held in depository form, the record of the depository is the prima facie evidence of the interest of the beneficial owner.

(5) If a company with intent to defraud issues a duplicate certificate of shares, the company shall be punishable with fine which shall not be less than five times the face value of the shares involved in the issue of the duplicate certificate but which may extend to ten times the face value of such shares or rupees ten crores whichever is higher and every officer of the company who is in default shall be liable for action under section 447


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