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Microlesson · 5-min read

Delivery of Share Certificates — Time Limits

# Delivery of Share Certificates

The Companies Act prescribes outer time limits within which a company must deliver share certificates / debenture certificates to entitled persons.

## Time Limits Table

SituationTime Limit
Subscribers to memorandumWithin 2 months from date of incorporation
Allotment of sharesWithin 2 months from date of allotment
Transfer / TransmissionWithin 1 month from receipt of intimation of transfer/transmission
DebenturesWithin 6 months from date of allotment

## Special Notes

  • For shares in dematerialized form (Demat), certificates are not issued physically — credit must happen immediately to the demat account.
  • The time limit for debentures is longer (6 months) compared to shares because debentures are often issued in large series with detailed documentation.

Worked example

### Example 1

Example 1 — Allotment: ABC Ltd allots 50,000 equity shares on 1 April 2025. The share certificates must be ready for delivery to allottees on or before 31 May 2025 (2 months from allotment).

### Example 2

Example 2 — Transfer: XYZ Ltd receives a duly executed transfer deed on 10 May 2025. The certificate in name of transferee must be delivered on or before 9 June 2025 (1 month from receipt of intimation).

### Example 3

Example 3 — Debentures: PQR Ltd allots NCDs on 1 January 2025. Debenture certificates must be delivered on or before 30 June 2025 (6 months from allotment).

⚠️ Common exam mistakes

  • Mixing up time limits — students often write 2 months for transfer instead of 1 month.
  • Forgetting that subscribers get certificates from date of incorporation (not allotment).
  • Applying physical certificate time limits to demat shares — demat credit must be immediate.
  • Treating debentures the same as shares (debentures get 6 months from allotment).
Reference: Section 56(4) — Companies Act, 2013
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