What Is The Process For Issuing Share Certificates After Company Registration In Pakistan?

 After successfully Company Registration In Pakistan with the Securities and Exchange Commission of Pakistan (SECP), one of the key post-incorporation obligations is the issuance of share certificates to the shareholders. A share certificate is a legal document that serves as evidence of ownership of shares in a company. It is vital for corporate governance, shareholder rights, and future transactions involving shares.

In Pakistan, the process of issuing share certificates is governed primarily by the Companies Act, 2017, and applies to both private and public limited companies. Here's a step-by-step overview of how this process works after company registration:

1. Hold the First Board Meeting

Once the company is incorporated and the Certificate of Incorporation is issued by the SECP, the directors must call the first board meeting. This is usually done within 30 days of incorporation. During this meeting, the board passes a resolution to:

  • Approve the shareholding structure as per the Memorandum of Association.

  • Authorize the issuance of share certificates.

  • Appoint someone (often the company secretary or a director) to oversee the printing and distribution of the certificates.

  • Approve the format and design of the certificate.

The minutes of this meeting must be documented and maintained in the company’s records.

2. Maintain the Share Register

Before issuing the share certificates, the company must prepare and update the Register of Members or Share Register. 

Company Registration In Pakistan


This is an internal record that contains information about each shareholder, including:

  • Full name

  • National identity number (CNIC for individuals, registration/incorporation number for entities)

  • Address

  • Number and class of shares held

  • Date of share issuance

This register is a legal requirement and must be updated every time there is a change in shareholding.

3. Design and Print the Share Certificates

The company must print the share certificates for Company Registration In Pakistan using a format that includes the following details:

  • Company name and registration number

  • Certificate number

  • Shareholder’s name and address

  • Number and class of shares held

  • Face value of each share

  • Total value of shares

  • Date of issue

  • Signature of two authorized persons (usually two directors or one director and the company secretary)

  • Company’s official stamp or seal (if applicable)

The certificate may also include security features like watermark paper to prevent forgery.

4. Issue and Deliver the Certificates

Under Section 72 of the Companies Act, 2017, share certificates must be issued and delivered to the shareholders within 60 days from the date of incorporation or from the date of allotment in case of further share issuance.

The company must also obtain a written acknowledgment from each shareholder upon delivery of their certificate. This serves as proof that the certificate was received.

5. Update Statutory Records

Once the certificates are issued, the company must update:

  • The Share Register

  • Minutes of the board meeting

  • Any filing requirements with the SECP in case of share allotment post-registration (e.g., Form 3 for return of allotment)

For private limited companies, no routine SECP notification is needed for initial share issuance unless there's a change in the shareholding structure after incorporation. However, public limited companies must comply with additional filing and reporting obligations.

Company Registration In Pakistan


6. Custody and Duplicate Certificates

The company must securely store a record of all issued certificates. If a certificate is lost or destroyed, the shareholder must submit a formal application along with an affidavit. The company may then issue a duplicate share certificate, subject to board approval and any conditions it deems necessary, such as publication of a public notice or a surety bond.

Conclusion

Issuing share certificates after company registration in Pakistan with the help of Hamza & Hamza Law Associates is a critical post-incorporation task that ensures compliance with corporate law and protects shareholder rights. The process involves holding a board meeting, maintaining statutory records, preparing and issuing the certificates, and adhering to SECP timelines. By following these steps, companies can maintain good corporate governance and foster trust among their shareholders.

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