Chapter IV - Share Capital and Debentures
Section 45
Section 45: distinctive numbering of shares
Every share in a company having a share capital must be distinguished by its distinctive number, unless the holder’s name is entered as beneficial owner in a depository’s records.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
Every share in a company having a share capital shall be distinguished by its distinctive number: Provided that nothing in this section shall apply to a share held by a person whose name is entered as holder of beneficial interest in such share in the records of a depository.
Introduction
Distinctive numbers identify each physical share in the company’s records and certificates. The proviso removes this requirement for shares held in a depository, where the depository’s records identify the beneficial owner.
Key takeaways
Distinctive number
Each share in a company having a share capital needs its own distinctive number.
Depository exception
The section does not apply to shares whose holder is entered as beneficial owner in a depository’s records.
Number physical shares
For shares not held in a depository, allot and record a distinctive number for every share. Keep the numbers consistent across allotment records, share certificates and the register of members.
Apply the depository proviso
Where a person’s name is entered as the holder of beneficial interest in the share in the records of a depository, section 45 does not apply to that share. Section 46(4) makes the depository record the prima facie evidence of the beneficial owner’s interest.
Check dematerialisation rules
Rules under the Act can require securities to be held or issued in dematerialised form. For example, G.S.R. 802(E) dated 27 October 2023 inserted rule 9B into the Companies (Prospectus and Allotment of Securities) Rules, 2014, covering private companies other than small companies and Government companies. Check the current rule text, including later amendments to its compliance dates, before relying on physical numbering.
Practical preparation
Classify each holding as physical or depository; record distinctive numbers for physical shares; reconcile numbers with certificates and the register; check whether dematerialisation rules apply to the company.
Commencement and amendment record
Section 45 came into force on 12 September 2013 under S.O. 2754(E) dated 12 September 2013. India Code’s consolidated text shows no amendment to this section, and the Companies (Amendment) Acts of 2015, 2017, 2019 and 2020 contain no amending instruction for it.
Practical checklist
Do
- Reconcile distinctive numbers whenever shares are allotted, transferred or consolidated.
- Check whether the company must issue securities in dematerialised form.
Avoid
- Do not issue physical shares without distinctive numbers.
- Do not apply section 45 numbering to depository holdings.
Illustrative example
Hypothetical: mixed holdings
A company has some shareholders with physical certificates and others holding through a depository.
Physical
Keep distinctive numbers for the certificated shares.
Depository
Rely on the depository records for beneficial-owner holdings under the proviso.
Rules
Check whether rule-based dematerialisation applies to the company.
Outcome
- The register can distinguish the two types of holding, applying section 45 only where it is required.
Glossary
- Distinctive number
- The unique number by which a share is distinguished under section 45.
- Beneficial owner
- The person entered as holder of beneficial interest in a share in a depository’s records.
Frequently asked questions
Do dematerialised shares need distinctive numbers?
Section 45 does not apply to a share held by a person whose name is entered as beneficial owner in a depository’s records.
Does section 45 apply to companies without share capital?
The section refers to every share in a company having a share capital.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026