A share certificate is a written document prepared by the company under its common seal and sent to the members, containing the number of shares held by him/her and the amount paid thereon. The document work as an evidence for the ownership of shares of the shareholder. It is not exactly same as share warrant.
Technically, share warrant, is an instrument, which signifies that the holder of the instrument is entitled to the shares mentioned in it. It a bearer document, which can be transferred by mere delivery.
Many think that these two documents are one and the same thing, which is not true, there is a fine line of difference between share certificate and share warrant which we have discussed in this article.
Content: Share Certificate Vs Share Warrant
|Basis for Comparison||Share Certificate||Share Warrant|
|Meaning||A legal document that indicates the possession of the shareholder on the specified number of shares is known as share certificate.||A document which indicates that the bearer of the share warrant is entitled to the specified number of shares is share warrant.|
|Issued by||All the companies limited by shares irrespective of public or private.||Only public limited companies have the right to issue share warrant.|
|Transfer||The transfer of share certificate can be done by executing a valid transfer deed.||The transfer of share warrant can be done by mere hand delivery.|
|Amount paid||Issued against fully or partly paid up share.||Issued only against fully paid up shares|
|Approval of Central Government for issue||Not Required at all||Prior approval of Central Government is required for issuing Share Warrant.|
|Time Horizon for issue||Within 3 months of the allotment of shares.||No time limit prescribed.|
|Provision in Articles of Association||Not Required||Required|
Definition of Share Certificate
A share certificate is an instrument in writing, that is a legal proof of the ownership of the number of shares stated in it. Every company, limited by shares, whether it is public or private must issue the share certificate to its shareholders except in the case where the shares are held in dematerialisation system. The share certificate contains the following details in it, they are:
- Company name
- Date of issue
- Details of the member
- Shares held
- Nominal value
- Paid up value
- Definite number.
The share certificate is issued by the company within 3 months of the allotment of shares to the applicants, which is issued under the common seal of the company. Normally, the holder of the share certificate is regarded as the member of the company.
Definition of Share Warrant
A share warrant is a negotiable instrument, issued by the public limited company only against fully paid up shares. It is also termed as a document of title because the holder of the share warrant is entitled to the number of shares mentioned in it. There is no compulsion of the issue of share warrants by the company. Although if the public company wants to issue share warrants, then previous approval of the Central Government (CG) is required, along with that the issue of a share warrant must be authorized in the articles of association of the company.
The holder of the share warrant can take a share certificate only if he surrenders the share warrant and pays the required fee for the issue of share certificate. Thereafter, the company will cancel the warrant and issue a new share certificate to him as well as the company will enter his name as the member of the company, in the register of members, after which he will become a member of the company.
Generally, the holder of the share warrant is not the member of the company, but if the articles of association of the company provide it, then the bearer is deemed to be the member of the company.
Key Differences Between Share Certificate and Share Warrant
The following are the major differences between Share Certificate and Share Warrant:
- A share certificate is the documentary evidence which proves the possession of the shares. A share warrant is the document of title which states that the holder of the instrument is entitled to the shares.
- The issue of share certificate is compulsory for every company limited by shares but the issue of a share warrant is not compulsory for every company.
- A Share Certificate is issued against the shares, regardless of the fact that the shares are fully paid up or partly paid up. Conversely, Share Warrant is issued by the public company only against fully paid up shares.
- Share Certificate can be issued by both public and private companies, whereas Share Warrant is issued only by the public limited company.
- Share Certificate is to be issued within 3 months of the allotment of shares, but there is no such time limit specified in the Companies Act for the issue of Share Warrant.
- A share certificate is not a negotiable instrument. As opposed to share warrant, is a negotiable instrument.
- For the issue of a share warrant, prior approval of Central Government is a must. On the other hand, Share Certificate does not require such type of approval.
- A share certificate can be originally issued, but a share warrant cannot be issued originally.
After a detailed discussion on the two, it can be said that Share certificate is a more important document than a share warrant, as it signifies the ownership of the members on the indicated number of shares in the company, but a share warrant shows only the entitlement on the shares of the company.