Board resolution format for issuing Form SH-1 share certificates to subscribers under Sections 46 and 56(4)(a) and Rule 5, within two months of incorporation.
“RESOLVED THAT pursuant to the provisions of Sections 46 and 56(4)(a) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Share Capital and Debentures) Rules, 2014 and the Articles of Association of the Company, consent of the Board be and is hereby accorded to issue share certificates in Form SH-1 to the subscribers to the Memorandum of Association in respect of the [●] Equity Shares of ₹[●] each subscribed by them, the subscription money for which has been received in full, and that the certificates be signed by [two Directors / a Director and the Company Secretary] and delivered to the subscribers within two months from the date of incorporation of the Company.
RESOLVED FURTHER THAT the particulars of the share certificates be entered in the Register of Members of the Company [and that, the Company being an unlisted public company required to issue its securities only in dematerialised form under Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014, or the Board having decided to issue the shares in dematerialised form, the shares be credited to the demat accounts of the subscribers in place of physical certificates].
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to arrange for the signing and delivery of the share certificates, pay the applicable stamp duty, file the declaration for commencement of business in e-Form INC-20A and do all such acts, deeds and things as may be necessary for giving effect to this resolution.”