Section 46 of the Companies Act, 2013
Section 46 of the Companies Act, 2013 deals with the "Certificate of shares."
Key Provisions of Section 46:
Share Certificate as Evidence:
A share certificate issued under the common seal (if any) of the company and signed by two directors or by a director and the company secretary (or any other person authorized by the Board), shall be prima facie evidence of the title of the person to the shares mentioned in it.
Common Seal:
If a company has a common seal, it should be affixed to the share certificate as per the Articles of Association.
If the company does not have a common seal, the share certificate shall be signed by two directors or by a director and the company secretary or an authorized person.
Effect of Duplicate Share Certificate:
If a share certificate is issued with the intent to defraud, the company shall be liable to a penalty as per the Act.
Also, the person involved in such fraudulent issuance shall be liable under Section 447 (Punishment for fraud).
Summary:
Section 46 lays down the legal recognition of share certificates, the manner of their signing/sealing, and penal provisions for fraudulent issuance of duplicate certificates.
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