Section 5: Certificate of shares (where shares are not in demat form)

Q: What does Section 5 of The Companies (Share Capital and Debentures) Rules, 2014 (TCSCDR) deal with?

Section 5 TCSCDR pertains to "Certificate of shares (where shares are not in demat form)". It is part of the The Companies (Share Capital and Debentures) Rules, 2014, a legislation enacted by the Parliament of India. Section 5 of The Companies (Share Capital and Debentures) Rules, 2014 (TCSCDR) governs certificate of shares (where shares are not in demat form). As verified on 19 May 2026.

Q: Is Section 5 TCSCDR still in force?

Yes, Section 5 of the The Companies (Share Capital and Debentures) Rules, 2014 is currently in force across the Republic of India.

Q: What is धारा 5 TCSCDR?

धारा 5 TCSCDR is the Devanagari Hindi reference for Section 5 of the The Companies (Share Capital and Debentures) Rules, 2014. Section 5 of The Companies (Share Capital and Debentures) Rules, 2014 (TCSCDR) governs certificate of shares (where shares are not in demat form). As verified on 19 May 2026.

Q: What is Dhara 5 TCSCDR?

Dhara 5 TCSCDR is the Roman Hindi reference for Section 5 of the The Companies (Share Capital and Debentures) Rules, 2014. "Dhara" means "Section" in Hindi. Section 5 of The Companies (Share Capital and Debentures) Rules, 2014 (TCSCDR) governs certificate of shares (where shares are not in demat form). As verified on 19 May 2026.

Q: How to cite Section 5 of The Companies (Share Capital and Debentures) Rules, 2014?

Cite as: "Section 5, The Companies (Share Capital and Debentures) Rules, 2014 (TCSCDR)" in legal briefs. For academic writing, use the BlueBook format: The Companies (Share Capital and Debentures) Rules, 2014, § 5 (India).

Law on Tips Editorial Board

(1)

Where a company issues any share capital, no certificate of any share or shares held in the company shall be issued, except -

(a) in pursuance of a resolution passed by the Board; and

(b) on surrender to the company of the letter of allotment or fractional coupons of requisite value, save in cases of issues against letters of acceptance or of renunciation, or in cases of issue of bonus shares:

(2)

Every certificate of share or shares shall be in Form No. SH.1 or as near thereto as possible and shall specify the name(s) of the person(s) in whose favour the certificate is issued, the shares to which it relates and the amount paid-up thereon.

(3)

[ Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed by two directors or by a director and the company secretary, wherever the company has appointed company secretary:

Provided that in case the company has a common seal it shall be affixed in the presence of persons required to sign the certificate.

Explanation. - For the purposes of this sub-rule, it is hereby clarified that,-

(a) in case of an One Person Company, it shall be sufficient if the certificate is signed by a [director or company secretary] and the company secretary or any other person authorised by the Board for the purpose.

(b) a [director or company secretary] [Substituted 'director' by Notification No. G.S.R. 574(E), dated 16.8.2019 (w.e.f. 31.3.2014).] shall be deemed to have signed the share certificate if his signature is printed thereon as facsimile signature by means of any machine, equipment or other mechanical means such as engraving in metal or lithography or digitally signed, but not by means of rubber stamp, provided that the [director or company secretary] [Substituted 'director' by Notification No. G.S.R. 574(E), dated 16.8.2019 (w.e.f. 31.3.2014).] shall be personally responsible for permitting the affixation of his signature thus and the safe custody of any machine, equipment or other material used for the purpose.]

(4)

The particulars of every share certificate issued in accordance with sub-rule (1) shall be entered in the Register of Members maintained in accordance with the provisions of section 88 along with the name(s) of person(s) to whom it has been issued, indicating the date of issue.