As per Section 46 of the Companies Act, 2013 and Rule 5(1) of the Companies (Share Capital and Debentures) Rules, 2014, share certificates must be signed by:

1. Two directors of the company — one of whom must be:

   • Managing Director (MD), or

   • Whole-Time Director (WTD), if any.

2. The Company Secretary (CS), if the company has appointed one;

   • If there is no Company Secretary, then by any other person authorised by the Board.

🖊️ Manner of Signing:

• The signatures of the directors and CS/authorised person may be printed or affixed digitally, but must be:

  • In accordance with the Articles of Association.

  • Properly authorised by a Board Resolution.

  • Compliant with any applicable Secretarial Standards (SS-1).

💡 Note:

• Common Seal is not mandatory, but if the company uses one, it should be affixed in accordance with the provisions of the Articles.

• The certificate must also be issued within 2 months from the date of allotment (Section 56).