Duplicate Share Certificates

Obtaining Duplicate Share Certificates in India: A Comprehensive Guide Under Company Law

What is a Share Certificate?

A share certificate is a legal document that serves as evidence of ownership or shareholding in a company. When you purchase shares in a company, you become a shareholder, and the share certificate is issued to you as proof of your ownership.

What is a Duplicate Share Certificate?

A Duplicate Share Certificate is a replacement or duplicate copy of an original share certificate issued by a company to its shareholders. Share certificates are official documents that represent ownership of a certain number of shares in a company. They typically include details such as the shareholder’s name, the number of shares owned, the class of shares, and a unique certificate number.

I’m the founder shareholder and Director of a company that was incorporated many years back. I have moved to a new city due to work-related matters and have lost the share certificates. How can I get the new certificates and what actions do I need to take?

According to the Companies Act, 2013, specifically Section 46 read with Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014, a shareholder must formally inform the company about the lost certificate. This can be done through a letter or email, including details such as name, folio number, address, and share certificate number. To initiate the issuance of a duplicate share certificate, certain documents are required:

– Indemnity bond agreement on a non-judicial stamp paper.

– Affidavit attested by the Notary Public/Special Executive Magistrate.

– F.I.R filed with the police.

Shareholder Agreement.

– Advertisement published in a newspaper about the loss.

– Proof of identity and residence.

The company must issue the duplicate share certificate with the consent of the company’s board of members. Hold a meeting of the Board of Directors of the Company and pass the necessary Board Resolution

  1. to approve the issuance of duplicate Share Certificate in case it being lost or misplaced
  2. to authorize the Director or Company Secretary to examine the evidence in lieu of the requests so received
  • to authorize the Director or Company Secretary to sign and issue such Duplicate Share Certificate and to do such acts, deeds, and things as may be necessary to give effect to the Board’s decision
  1. Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments

Once the necessary documents are submitted, the company’s board must pass a resolution approving the issuance of a duplicate share certificate. During this process, the board should consider the issuance fees, capped at Rs.50 per share certificate, and out-of-pocket expenses incurred during the investigation.

Upon board approval, the company proceeds with the issuance of the duplicate share certificate. Entries are recorded in the ‘Register of Renewed and Duplicate Share Certificate’ (Form SH-2), and the duplicate certificate is stamped with ‘Duplicate issued instead of Share Certificate No….

In the case of an Unlisted Company duplicate share certificate will be issued with the Duplicate Share certificate within 3 months from the date of submission of the documents to the Company and in the case of a listed company share certificate shall be issued within 45 days. The share certificate is proof of shareholder ownership of the Share. In case of loss or misplacement of the Share Certificate, to avoid any financial loss to the Company and the Shareholders, a duplicate Share Certificate should be issued. The process of issuing a share certificate is lengthy and long-term. Legal Window has experts who can help you with the process and ensure that the work is completed within the stipulated time.

Obtaining a Duplicate share certificate is a complex process that involves various documents and following procedures set by the Companies Act, 2013. The process ensures that the request for a duplicate share certificate is genuine and valid and that the original share certificate has been lost, misplaced, stolen, or damaged. The board of directors of the company must approve the issuance of the duplicate share certificate, and the company must update its records to reflect the issuance of the new share certificate and the cancellation of the original share certificate

At www.cs-india.com, we specialize in guiding you through this multifaceted process, ensuring a seamless experience while safeguarding your shareholder interests. Contact us today for expert assistance. Feel free to write to us at info@cs-india.com


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