Duplicate Share Certificate – An Overview

Aspect Details
Timeline The issue of a duplicate share certificate takes around 6 to 7 Weeks
Benefits

Benefits of getting a duplicate share certificate include the following:

  • Proof of Ownership
  • Prevents Fraud
  • Enables Transactions
  • Dividend Claims
  • Regulatory Compliance
  • Investor Protection
  • Record Maintenance
  • Peace of Mind
Challenges Faced

Challenges faced in getting a duplicate share certificate include the following: 

  • Lengthy Verification Process
  • Risk of Fraud
  • Regulatory Compliance
  • Cost Implications
  • Record Maintenance Challenges
Who is eligible to issue a Duplicate Share Certificate?

The following are eligible for issuing duplicate share certificates include:

  • Board of Directors
  • Company Secretary
  • Registrar & Transfer Agent (RTA)
  • Company's Compliance Officer
Documents Required

Various documents are required for a duplicate share certificate, some of which include the following:

  • Formal application
  • Indemnity bond
  • Notarized Affidavit
  • FIR or police complaint copy
  • Proof of identity
How can we help you?

As India’s leading ROS consultant, Enterslice can help you with the following:

  • Application filing assistance
  • Expert guidance throughout the process
  • Helping collect the required documents
  • Paperwork support to expedite the process
  • Helping draft FIRs and affidavits

Get Ownership of your Lost Share Certificates in 6 to 7 Weeks

Secure ownership of your lost share certificates in 6 to 7 weeks from the place of your convenient.

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What is the Issue of Duplicate Share Certificates?

When a shareholder's original share certificate is lost, destroyed or damaged, they can apply for the issue of duplicate share certificate.

Notably, a duplicate share certificate serves as legal proof of ownership, facilitating shareholders to leverage their rights, including voting and receiving dividends. The issue of duplicate share certificate in India is governed by the Companies Act, 2013, and the Companies (Share Capital and Debentures) Rules, 2014.

These regulations mandate listed companies to issue duplicate share certificate within a period of 45 days. However, unlisted companies must facilitate duplicate issuance of share certificates within three months from the date of document submission.

This process ensures that the interests of shareholders are safeguarded while the integrity of corporate records is maintained. Let our ROS experts assist you with the issuance of duplicate share certificate.

Application and Paperwork assistance for submission

Verification support to ensure legal compliance

Guidance to secure board approval efficiently

Quick processing to ensure duplicate share issuance within 45 days

Preventing fraud against unauthorized share transfers

Updating Form SH-2 for maintaining records accurately

Challenges Faced During Loss of Share Certificate

The loss of share certificates is a matter of concern for the shareholder, and it involves various legal, procedural, and verification challenges that mandate adherence to stringent compliance to prevent fraud and avoid ownership disputes. Some challenges include the following:

Lengthy Verification Process

Lengthy Verification Process

The verification process to issue duplicate share certificates is exhaustive and time-consuming. Validating each document, ownership claim, and identity proof takes time, leading to delays in the issue of duplicate share certificates.

Risk of Fraud

Risk of Fraud

One significant challenge is to ensure the rightful owner obtains the duplicate certificate, which is critical in preventing misuse, fraud, or unauthorized share transfers.

Regulatory Compliance

Regulatory Compliance

AIt is challenging to meet the compliance requirements under the Companies Act, 2013 and as per SEBI guidelines as the process requires detailed paperwork, legal approvals and consent of the board.

Cost Implications

Cost Implications

The issue of duplicate share certificates adds an operational burden on the companies through verification costs, legal formalities, and processing fees.

Record Maintenance Challenges

Record Maintenance Challenges

Maintaining an updated Form SH-2 and accurate records is a systematic process and mandatory to meet compliance and transparency.

Procedure to Manage Misplace of Share Certificate

In case shareholders experience loss/misplace of share certificate, they must apply for duplicate share certificate, which is a stepwise process. The procedure starts with submitting a formal application, followed by the company board approval and document verification. Let us explore the process of issuance of duplicate share certificates in detail below:

Application & Document Submission

Shareholders suffering from loss of share certificates are mandated to apply for duplicate issuance of shares certificates. However, they must apply for a duplicate share certificate in India by submitting proof of identity and an indemnity bond signed by the shareholder.

Company Verification & Board Approval

Once the application has been submitted, the company validates the documents and records of ownership to examine the genuineness of the claim. However, the company's board then reviews the verification request, validates the documents, and approves the issuance of duplicate share certificate in India.

Processing Fee & Public Notice Duplicate Issuance of Shares

Once the board approves the application, it may charge a processing fee of ₹50 per certificate and account for investigation expenses. Some companies require a notice to be published in newspapers for objections before duplicate share certificates are issued to the investors.

Issuance of Certificate, Stamping & Notation

Once the other steps are completed, it becomes mandatory for listed companies to issue duplicate share certificate within 45 days, while unlisted companies must issue duplicate certificates within three months. However, the duplicate certificates must be stamped "Duplicate issued in lieu of Share Certificate No…" for record authenticity.

Record Maintenance & Certificate Dispatch

Once a duplicate share certificate is issued, it must be recorded in Form SH-2. These certificates must be stamped "Duplicate". It must be updated at the company's registered office.

Timeline for Duplicate Issuance of Shares

Duplicate issuance of share certificate is a stepwise process, wherein each step takes a defined time period to complete. Listed companies take between 1.5 to 3 months, while unlisted companies take 2 to 4 months to complete. Detailed timeline for duplicate issuance of shares includes the following:

Application Submission & Initial Verification: 1 to 7 Working Days

Application and document submission by the shareholder to initiate the preliminary verification of ownership details takes 1 to 7 working days to complete.

Board Approval & Document Verification: 5 to 7 Working Days

The submitted application is reviewed by the board, which proceeds to validate the information. Once verification is complete, the board grants approval for the duplicate issuance of shares certificate. This step takes between 5 to 7 working days to complete.

Fee Payment & Investigation: 3 to 5 Working Days

The next in the process is to make the applicable fee payment, which is important for the company to complete its investigation, taking between 3 to 5 working days to complete.

Certificate Issuance: 20 to 45/60 Working Days

After the board grants approval to issue a duplicate share certificate, the listed companies are mandated to issue the certificates within 45 days. However, unlisted companies have up to three months to complete this step.

Record Maintenance & Dispatch: 3 to 5 Working Days

Once the certificates are issued, they are recorded in the Register of Renewed and Duplicate Share Certificates (Form SH-2). Such certificates must be stamped as "Duplicate". Once done, the stamped certificates are dispatched to their respective shareholders.

Documents Required for Loss of Share Certificate

Shareholders who lose or misplace their original share certificates must apply for loss of share certificate by submitting the following documents:

Formal application as Form ISR-4

Indemnity bond on non-judicial stamp paper

Notarized Affidavit to confirm share certificate ownership

FIR or police complaint copy in case of loss

Proof of identity - PAN or Aadhar card copies

Proof of Address - Utility bills or passport copies

Bank Details - Cancelled cheque or bank statement

Signature verification by bank manager

Newspaper advertisement to inform about loss of share certificate

Who is Eligible to Issue Duplicate Share Certificate in India?

Shareholders who have experienced loss of share certificate can apply for duplicate share certificate in India. Authorized entities can issue duplicate share certificates in adherence to regulatory guidelines. Authorized entities can issue a duplicate share certificate to prevent shareholder rights and misuse of shares. Following are eligible to issue duplicate share certificate:

  • Board of Directors: The company board of directors approve and can issue duplicate share certificates.  
  • Company Secretary: Company secretaries are responsible for supervising compliance and record-keeping.
  • Registrar & Transfer Agent (RTA): The RTA is accountable for processing requests for duplicate certificate for listed companies.
  • Company's Compliance Officer: Company's compliance officer facilitates adherence to regulations before issuing duplicate share certificate in India.
  • Shareholder (Applicant): Investors who have suffered from a loss of share certificate are eligible to request a duplicate share certificate in India.
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Benefits of Duplicate Issuance of Shares

Shareholders who have suffered from loss of share certificate must request for duplicate issuance of shares owing to various benefits. Some of these include ownership rights and fraud prevention to facilitate streamlined transactions when the original is lost or damaged. Benefits of duplicate issuance of shares include:

benefits  duplicate share issuance

Proof of Ownership

Shareholders who have misplaced share certificates can apply for duplicate share certificates to ensure legal proof of shareholding and are entrusted with their rights, including voting, dividend claims, and asset transfers.

Prevents Fraud

The issue of duplicate share certificates helps deal with the issue of unauthorized share transfers, preventing potential fraud, financial loss and misuse by deceitful entities or individuals.

Enables Transactions

A duplicate share certificate facilitates shareholders to transfer, pledge or sell shares without any hassles. The issuance of duplicate share certificates enables shareholders to manage their investments without any disturbances.

Dividend Claims

Once shareholders receive their duplicate share certificate, they can easily receive dividends and other entitlements, which, in turn, prevents financial losses suffered owing to the loss or misplacement of original share certificates.

Regulatory Compliance

Duplicate issuance of shares certificate is aligned with the Companies Act, 2013 compliance requirements and SEBI regulations. Duplicate share certificate in India helps shareholders avoid penalties and legal complications in share management.

Investor Protection

A duplicate share certificate establishes the ownership of the shareholders and safeguards their rights by preventing misuse of shares, recovering lost investments, and resolving ownership disputes

Record Maintenance

Loss of share certificate helps companies maintain proper shareholder records and ensures transparency. It also helps deal with management crises and facilitates compliance with corporate governance norms.

Peace of Mind

One of the most significant benefits of a duplicate share certificate is that it gives peace of mind to the shareholders by eliminating stress, legal risks and financial uncertainties. It also serves as a valid replacement for lost or damaged share certificates.

Prerequisites for Duplicate Share Certificate

Have a look at the prerequisites for duplicate share certificate-

  • Formal Request & Identity Proof :- It is mandatory for shareholders to submit an application along with self-attested proof of identity and address.
  • Legal Declarations :- It is a must to furnish an indemnity bond along with an affidavit for ownership confirmation and protection of the company.
  • FIR/Police Report :- In case the share certificate is lost or stolen, it is important to submit an FIR or police report to initiate the process.
  • Board Approval & Processing Fee :- Approval from the company’s board to issue duplicate share certificate in India along with a processing fee of up to ₹50 is a must.
  • Verification & Record Maintenance :- It is important to review the documents and record the details in Form SH-2.

Why is it Important to Issue Duplicate Share Certificate in India?

A duplicate share certificate in India is essential as it serves as a proof of ownership. Duplicate share certificate in India is important for those shareholders whose original share certificates are either lost, stolen or damaged. Without a share certificate, shareholders are not eligible to transfer, sell, or claim dividends, significantly impacting their financial interests. It also averts fraud by preventing the misuse of lost shares by unauthorized persons.

Companies must issue duplicate share certificates in compliance with SEBI regulations and the Companies Act, 2013. Duplicate issuance of shares for listed companies must be completed within 45 days, while unlisted companies can take up to three months to complete the process.

Services for Duplicate Share Certificate Offered by Enterslice

Given below are the services for the issuance of duplicate share certificate offered by our ROS experts at Enterslice-

  • Assistance for application filing for duplicate share certificate
  • Expert guidance throughout the process
  • Documentation support
  • Paperwork support to expedite the issuance process
  • Liaising with officials to deliver status updates
  • Legal guidance and support for problematic cases
  • Draft the FIRs and affidavits
  • Offering clarity on application fee payment and processing charges
  • Assistance in publishing newspaper notices when necessary
  • Ensuring compliance with Companies Act, 2013, and SEBI regulations
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Why Trust Enterslice for Duplicate Issuance of Shares?

Enterslice has more than 10 years of experience dealing with duplicate issuance of share certificates. Our professional team is committed to helping you obtain your duplicate share certificate on time. We have the required expertise and experience to deal with complex cases and offer guidance, compliance support, and quick processing to minimize the burden on shareholders.

Let us explore the reasons why we are the most trustworthy consulting firm for duplicate share certificate services:

  • 10+ Years of Industry Experience in Duplicate Share Certificate
  • Helped 1000+ Clients Obtain Duplicate Share Certificate
  • Expert Guidance to Clients Throughout the Process    
  • A Dedicated Network of 500+ ROS Professionals
  • Delivered Services Across 10,000+ Cities in India  
  • Facilitated Compliance with SEBI and Companies Act Rules
  • Dedicated Agents to Handle Each Case
  • Board Approval Coordination Support
  • Quick Turnaround Time of 30%
  • Ensuring Secure Dispatch of Duplicate Share Certificate

Frequently Asked Questions on Loss of Share Certificate

No, selling shares without a share certificate is impossible. A share certificate helps establish legal proof of ownership, and shareholders cannot transfer or sell shares without a valid share certificate. However, a duplicate share certificate must be obtained if the original share certificate is lost or damaged. Issue of duplicate share certificate helps ensure that shareholders are able to complete their transactions legally in line with the company's procedures.

Yes, lost, damaged, or stolen share certificates can be replaced with duplicate ones. However, the shareholders must apply for duplicate share certificate by submitting the application along with important documents, an indemnity bond and an affidavit in accordance with the regulations of the Companies Act, 2013. However, a duplicate share certificate cannot be issued without the approval of the company's board.

A duplicate share certificate is a legal and valid replacement for the original share certificate that is either lost, damaged or stolen.

Duplicate issuance of shares certificate validates the ownership of the original shareholder and facilitates shares-related transactions. However, companies are mandated to adhere to the timelines in issuing duplicate share certificates, wherein a listed company must complete the process in 45 days while unlisted companies must complete the process in three months.

The issuance of duplicate share certificates in India is governed by Section 56(4) of the Companies Act, 2013, which mandates that a company issue a share certificate within two months of allotment or one month of transfer. However, if companies fail to adhere to the regulation, they are liable for penalties and may be fined up to ₹5 lakh. However, officers concerned may have to shell out a penalty amount of ₹10,000 per day, up to a maximum of ₹5 lakh. Non-issuance of a duplicate share certificate within the specified time period can also lead to penalties.

As per the rules, a company may charge a maximum fee of ₹50 per certificate. However, shareholders may have to bear other expenses incurred during the overall process, such as document verification charges and company investigations, before issuing a duplicate share certificate. In case the shareholders seek professional help, consultation charges may also be levied, adding to the overall cost of replace lost share certificates.

An affidavit used in the process to apply for misplace of share certificate is a sworn legal statement that confirms the loss, destruction, or misplacement of the original share certificate. The affidavit must include details of the shareholder, certificate number, and a declaration that it has not been sold or transferred. This document is required to confirm the authenticity of the replacement request by the shareholder.

Issue of duplicate share certificate is mandated to be resolved within the specific time period. New share certificates are mandated to be issued within two months from the allotment date. However, duplicate share certificates of listed companies must be issued within 45 days and that of unlisted companies must be issued within three months of the application date.

Yes, stamp duty must be paid for issuance of duplicate shares certificate, however, it is subject to the company's registered state regulations. rates on stamp duty vary depending and shareholders must pay the applicable amount at the time of submitting an application for a duplicate share certificate. It is important to note that some states charge a nominal amount per certificate.

No, a xerox copy of an affidavit is not a valid document. A notarized original affidavit is required at the time of application for a duplicate share certificate. Companies neither accept xerox copies not do they accept photocopies of affidavits as such documents lack legal validity. Therefore, shareholders are required to submit a duly signed and attested copy of an affidavit to ensure its validity in initiating the issuance of duplicate share certificates.

FIR or police complaint is mandatory for issuing a duplicate share certificate only when the original share certificate is stolen. In other cases of loss or misplacement, it is not mandatory. However, for loss or misplacement, some companies accept an indemnity bond and affidavit instead. These requirements depend on and vary on the basis of individual company's policy and regulatory guidelines. Shareholders must understand the company policies and guidelines to be able to facilitate a streamlined process.

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