In last post, we discussed certificate of share and procedure for issuing fresh share certificates. Sometime, a company need to renew a certificate or issue a duplicate one.

According to Section 46 discussed earlier here, a duplicate certificate of shares may be issued, if such certificate —

(a) is proved to have been lost or destroyed; or

(b) has been defaced, mutilated or torn and is surrendered to the company.

If a company with intent to defraud issues a duplicate certificate of shares, the company shall be punishable with fine which shall not be less than five times the face value of the shares involved in the issue of the duplicate certificate but which may extend to ten times the face value of such shares or rupees ten crores whichever is higher and every officer of the company who is in default shall be liable for action under Section 447.

Rule 6 of the Companies (Share Capital and Debentures) Rules 2014 discusses issue of renewed or duplicate certificate.

Certificate in lieu of old Certificate:

The certificate of any share or shares shall not be issued either:

(a)  in exchange for those which are sub-divided or consolidated, or

(b)in replacement of those which are defaced, mutilated, torn or old, decrepit, worn out, or where the pages on the reverse for recording transfers have been duly utilised,

unless the certificate in lieu of which it is issued is surrendered to the company.

The company may charge such fee as the Board thinks fit, not exceeding fifty rupees per certificate issued on splitting or consolidation of share certificate(s) or in replacement of share certificate(s) that are defaced, mutilated, torn or old, decrepit or worn out.

Statement on Face of Certificate:

Where a certificate is issued in any of the circumstances specified in this sub-rule, it shall be stated on the face of it and be recorded in the Register maintained for the purpose, that it is “Issued in lieu of share certificate No….. sub-divided/replaced/on consolidation” and also that no fee shall be payable pursuant to scheme of arrangement sanctioned by the High Court or Central Government.

Issue of share certificate rule:

A company may replace all the existing certificates by new certificates upon sub-division or consolidation of shares or merger or demerger or any reconstitution without requiring old certificates to be surrendered subject to compliance with clause (a) of sub-rule (1) rule 5, sub-rule (2) of rule 5 and sub-rule (3) of rule 5. We have discussed Rule 5 earlier here.

Duplicate Certificate for lost Certificates:

The duplicate share certificate shall be not issued in lieu of those that are lost or destroyed;

(a)  without the prior consent of the Board, and

(b)  without payment of such fees as the Board thinks fit, not exceeding rupees fifty per certificate, and

(c)  on such reasonable terms, such as furnishing supporting evidence and indemnity and the payment of out-of-pocket expenses incurred by the company in investigating the evidence produced.

Where a duplicate certificate is issued, it shall be stated prominently on the face of it and be recorded in the Register maintained for the purpose, that it is “duplicate issued in lieu of share certificate No……” and the word “duplicate” shall be stamped or printed prominently on the face of the share certificate.

Time Period for duplicate certificate:

In case unlisted companies, the duplicate share certificates shall be issued within a period of three months from the date of submission of complete documents with the company.

In case of listed companies, the duplicate share certificate shall be issued within a period of fifteen days, from the date of submission of complete documents with the company.

Register of Renewed and Duplicate Share Certificates:

The particulars of every share certificate issued shall be entered forthwith in a Register of Renewed and Duplicate Share Certificates maintained in Form SH – 2 indicating against the name(s) of the person(s) to whom the certificate is issued, the number and date of issue of the share certificate in lieu of which the new certificate is issued, and the necessary changes indicated in the Register of Members by suitable cross-references in the “Remarks” column.

The register shall be kept at the registered office of the company or at such other place where the Register of Members is kept and it shall be preserved permanently and shall be kept in the custody of the company secretary of the company or any other person authorized by the Board for the purpose.

All entries made in the Register of Renewed and Duplicate Share Certificates shall be authenticated by the company secretary or such other person as may be authorised by the Board for the purposes of sealing and signing the share certificate under the provisions of sub-rule (3) of rule 5.

Form SH – 2:

This register shall contain following particulars:

  1. Folio No.
  2. Name of person(s) to whom Renewed / Duplicate Share Certificate is issued
  3. Date of Approval of issue of Renewed/ Duplicate Share Certificate
  4. Class of Share
  5. Date of issue of original share certificate
  6. Original share certificate number
  7. Total number of shares in the original Share Certificate
  8. Distinctive number of shares
  9. Date of issue of Renewed / Duplicate Share Certificate
  10. Reasons for issued of Renewed / Duplicate Share Certificate
  11. Number of Renewed share certificate
  12. Total number of shares in the Renewed / Duplicate Share Certificate
  13. Reference to entry in Register of Member
  14. Remark

Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.



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  3. When we issue duplicate Share Certificates, is it required to issue them new distinctive numbers for the same shares?


  4. the expdr involved is enormous. if the value of share lost is less thn rs 5000 then entire amt u hv to spend
    is their any simple rule for such things?


  5. hi , lets suppose shares are redeemable , in that case, date of certificate given under the common seal of the company should be the date of BM where board passed the issue of duplicate share certificate. will it make any alteration because shares are redeemable for 12 years from the date lets suppose 2008


  6. sir, if a company change its name whether there will be change in numbering in share Certificate or not??


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  8. if a person has fraudulently got duplicate share certificate and the original share certificate is subsequently found what remedy does the original shareholder have against the company ??


    • The company shall restore the
      share and enter name of original holder.
      original shareholder may apply to tribunal for rectification of register of member.
      Readers may also refer to People’s Ins. Co. v. Wood and
      Co; 1961 (31) Com Cases 61


  9. Sir, a company changed its name and needs to replace its share certificates. Can all other information of the company be also changed in share certificate? What would be the date on new share certificates? If the date is old, will it be fine to show updated information on certificate which was not there on the date of certificate?


  10. Sir the company claims to have sent split shares by speed post after receiving old share but the same have not been received at my end from post. Will it be necessary to apply for duplicate or can the company issue the same on simple request letter from the share holder. I suspect the RTA to be claiming falsely that they have despatched the new certificate.


  11. I have 50 shares of an company which i got years back.I have original share certificates but those are of face value 10. How can i get the certificates with new face value.I have a DEMAT ACCOUNT too.
    what should i do next ?
    i have not contact the company not even once after i got the shares.


  12. Sir, If Company issues new Certificates in lieu of old, will stamp duty is to be paid again? Also what will be the date of issue on new certificates, will it be the original date of issue of certificate or date on which new certificate issued?


    • No new share certificate will be issued but duplicate share certificates.
      On duplicate share certifiecate, no stamp duty shall be payable. Similarly, no stamp duty shall be payable on split of share certificate and consolidation of share certificate if this is clearly mentioned on fresh share certificate.


  13. If I only have the Folio Number and number of shares but not the Original share certificate number or the Distinctive numbers.
    What should I do?


  14. If a shareholder of a private company holds 6000 shares @10 each divided into 5 different share certificates with thier respective distinctive no. How he want to consolidate all his share in one share certificate without changing tha face value of shares. So, what are the provisions a shareholder and company need to comply with to do such changes?
    Kindly guide me as soon as possible. Thank you.


    • Considering practical difficulties in possible future transfers, I will not advise consolidation of share certificate unless the shareholder is not going to transfer its holding in predictable future.
      You can simply ask for original share certificates and issue a consolidated one with the authority of a Resolution of the Board or of a relevant committee thereof. Folio number and Distinctive number will not be changed and the fact of consolidation will be mentioned on the consolidated certificate.


  15. sie how much time company takes to reissue of duplicate share.and if joint holder has expired then which documents are required of joint holder.


    • Time taken may differ from company to company. I suppose it should not be more than 3 months after submitting all required documents to the company.

      In case of death of one of the joint holders, death certificate may be enough to delete her name.


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