A share certificate in India is issued in Form SH-1 under Section 46(3) of the Companies Act, 2013 and Rule 5 of the Companies (Share Capital and Debentures) Rules, 2014: it names the holder, the shares and their distinctive numbers, and the amount paid up, and is signed by two directors, or a director and the company secretary. This free generator prints that format on A4. Drop in your MCA master data and memorandum, and it reads the company details, subscribers and share counts out of them. Distinctive numbers run in sequence across holders, certificate and folio numbers fill themselves, and overlaps or gaps in the ranges are flagged before you print. Covers subscription to the memorandum, fresh allotments, transfers, bonus and rights issues, and duplicates.
Section 46(3), Companies Act, 2013 · Rule 5(2), Companies (Share Capital and Debentures) Rules, 2014
Print to A4, or save as PDF from the print dialog. For the cleanest print, open the generator full screen first.
Whatever the generator reads is a starting point, not a filing. Check every name, share count and distinctive-number range against your register of members before the certificates are signed.
| Format | Form SH-1, or as near to it as possible (Rule 5(2)) |
|---|---|
| Must state | Holder name(s), the shares and their distinctive numbers, amount paid up |
| Signed by | Two directors, or a director and the company secretary; common seal affixed in their presence if the company has one (Rule 5(3)) |
| Issued under | A resolution of the Board (Rule 5(1)), entered in the register of members (Rule 5(4)) |
| Deadline: subscribers | Within 2 months of incorporation (Section 56(4)(a)) |
| Deadline: allotment | Within 2 months of allotment (Section 56(4)(b)) |
| Deadline: transfer or transmission | Within 1 month of receiving the transfer instrument or intimation (Section 56(4)(c)) |
| Duplicate (unlisted company) | Board’s prior consent; marked “duplicate issued in lieu of share certificate No. …”; within 3 months (Rule 6(2)) |
| Penalty for delay | ₹50,000 on the company and on each officer in default (Section 56(6)) |
Form SH-1 under Rule 5(2) of the Companies (Share Capital and Debentures) Rules, 2014. It shows the company name, CIN and registered office, the certificate and register folio numbers, the holder’s name, the number and class of shares, their distinctive numbers, the nominal and paid-up value, and the date of issue, and is signed by the authorised signatories.
Under Rule 5(3), two directors, or one director and the company secretary where one has been appointed. If the company has a common seal, it is affixed in the presence of the signatories. For a One Person Company, a director with the company secretary or any person the Board authorises is enough. A printed facsimile or digital signature is allowed; a rubber stamp is not.
No. Since the 2015 amendments the seal is optional, and Rule 5(3) asks for it to be affixed only if the company has one. A company without a seal issues certificates signed by two directors, or a director and the company secretary. Tick the common seal box in the generator only if your company actually uses a seal.
Section 56(4) sets the limits: two months from incorporation for subscribers to the memorandum, two months from allotment for new shares, and one month from receipt of the transfer instrument or transmission intimation. Missing the deadline attracts a penalty of ₹50,000 on the company and on every officer in default under Section 56(6).
The Board must give prior consent, usually against an indemnity and evidence of loss. The new certificate must say on its face that it is a duplicate issued in lieu of the original certificate number, and the word duplicate is printed prominently. An unlisted company must issue it within three months. Choose “Duplicate certificate” and enter the original number in the generator.
Only if it is outside Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014. A private company that is not a small company must issue new securities in demat form, with compliance due by 30 June 2025. Small companies are outside Rule 9B and can continue to issue physical SH-1 certificates. Check your status each year, because a company that grows past the small company limits comes within the rule.
Yes. A share certificate is an instrument chargeable to stamp duty, and the rate and payment method depend on the state stamp law that applies to the company. Pay the duty before or at the time of issue and keep the proof with the counterfoil. The generator’s stamp duty box only leaves space for the stamp or franking; it does not compute the duty.
Every physical share carries a unique serial number. If a company has 10,000 shares, they run from 1 to 10,000, and each certificate states the range it covers, such as 1 to 5,000. Ranges must not overlap or skip numbers already issued. The generator allocates them in sequence and flags overlaps and gaps before you print.
Name approval, SPICe+, the board resolutions, PAS-3 and the certificates — prepared and filed by a company secretary who signs off on them.
