Procedure for Issuance of Duplicate Share Certificate in case it is Lost or Misplaced

Aakanksha Singhal

Aakanksha Singhal

Published on: Sep 16, 2021

Khushboo Sharma

Updated on: Aug 31, 2023

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Introduction

“Share Certificate” attributes to a document that indicates the ownership of its beholder and is a prima facie evidence of the title of such individual pertaining to such shares. However, under the following situations, duplicate share certificate may be issued if such certificate is-

• vanished or ravaged
• defaced, mutilated or torn

Applicable Provisions:

1. Section 46 of Companies Act, 2013
2. Rule 6 of the Companies (Share Capital & Debentures) Rules, 2014

Mandatory Requirements

1. Intimation by the shareholder for such defacing, mutilation or ravaging to the company.
2. Letter of allotment or fractional coupons of requisite value to be surrendered to the company.

Following Procedure is to be Followed

1. Intimation to the Company [as per the Companies (Share Capital and Debentures) Rules, 2014]
   It is obligatory on shareholder’s part to surrender old certificate in lieu of which a fresh or renewed certificate shall be issued by the company in the event of the original share certificate being lost or misplaced. Shareholder shall provide information like number of shares, Folio, Share certificate Number, Distinctive Number. Such information can be shared through email or letter to the Company. Company shall freeze the share transfer for at least 30 days to prevent any illegal proceeding or fraudulent transfer.
2. Intimation to the Stock Exchange [Regulation 39 (3) of SEBI (LODR) Regulations]
   Listed entity is to submit information w.r.t loss of share certificates and issue of duplicate certificates to the stock exchange within 02 days of its getting information.
3. Publish General Notice in the Official Gazette [General Practice]
   Company/ RTA is required to publish a general notice in the Official gazette stating the information w.r.t to respective share certificates being misplaced.
4. Convene a Meeting of Board of Directors [As per section 173 & SS-1 and Companies (Share Capital and Debentures) Rules, 2014]
   
   • Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business
   • Attach Agenda, Notes to Agenda and Draft Resolution with the Notice
   • Hold a meeting of Board of Directors of the Company and pass the necessary Board Resolution
     • to approve issuance of fresh or renewed Share Certificate in case of it being lost or misplaced
     • to authorize the Director or Company Secretary to examine the evidences 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
     • 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 [Refer the Procedure for Preparation and Signing of Minutes of Board Meeting]
5. Furnishing of Testimonies by the Applicant [as per Companies (Share Capital and Debentures) Rules, 2014]
   Company shall call for the following prior to the issuance of Duplicate share certificate;
   • Payment of such fees as Board thinks fit not exceeding Rs. 50/- per certificate
   • Furnishing supporting evidence
   • Indemnity bond and
   • An affidavit is prepared on a Non-Judicial Stamp Paper
   • Copy of Advertisement published
   • Payment of out-of-pocket expenses incurred by company in probing the evidence produced
6. Issue of Duplicate Share Certificate and its Time frame [as per Companies (Share Capital and Debentures) Rules, 2014]
   • “Duplicate issued in lieu of share certificate No……” shall be stated prominently on the face of share certificate and be recorded in the Register maintained for the purpose
   • Word “Duplicate” shall be stamped or printed prominently on the face of such share certificate
   • Duplicate share certificates shall be issued-
     • within 03 months in case of unlisted companies and
     • within 45 days in case of listed companies
     from submission date of complete documents with the company respectively.
   • Listed entity shall issue duplicates or new certificates in case of loss or old decrepit or worn out certificates within 30 days from the date of such lodgement.
7. Post Issue Compliance [as per Companies (Share Capital and Debentures) Rules, 2014]
   • Detailed info of every share certificate shall be recorded forthwith in Register of Renewed and Duplicate Share Certificates maintained in Form No. SH.2 indicating–
     • Name(s) of the person(s) to whom certificate is issued
     • Number and issue date of share certificate in lieu of which new certificate is issued
     • Vital revisions cited in the Register of Members by suitable cross-references in the “Remarks” column
   • Such register shall be clutched at company’s registered office or such other place as may deem fit and it shall be preserved permanently in the custody of company secretary or any other person authorized by the Board for the purpose
   • All accounts recorded in the Register of Renewed and Duplicate Share Certificates shall be substantiated by company secretary or such other person as recognized by the Board to effect the sealing and signing of share certificate as per provisions of Rule 5 (3)