Share certificates are essential legal documents that prove the ownership of shares in a company. For many investors in India, these certificates are still in physical form, especially in cases of old investments or family inheritances. However, physical documents are vulnerable to loss, theft, or damage. In such circumstances, the shareholder needs to apply for a duplicate share certificate.
The Companies Act, 2013, along with the rules prescribed under the Companies (Share Capital and Debentures) Rules, governs the process of issuing duplicate share certificates in India. Over time, the Ministry of Corporate Affairs (MCA) and regulatory bodies have refined the procedure to ensure transparency and reduce misuse. In 2025, these updates will be even more relevant to investors and companies.
This blog explains the complete process of issuing duplicate share certificates in 2025, the documents required, compliance involved, and common mistakes to avoid.
What is a Duplicate Share Certificate?
A duplicate share certificate is a legally issued replacement for the original certificate when it has been lost, destroyed, misplaced, or stolen. It carries the same rights and validity as the original certificate. However, a duplicate certificate is always clearly marked with the word “DUPLICATE” to differentiate it from the original.
Common Reasons for Issuing Duplicate Share Certificates
Duplicate share certificates may be required in several cases:
- Loss or Misplacement: The most common scenario is when a shareholder cannot trace the original certificate.
- Theft: If the certificate has been stolen and reported.
- Damage or Mutilation: When the certificate is torn, defaced, or illegible.
- Natural Causes: Fire, flood, or other disasters destroying the document.
Legal Framework in 2025
The process is guided by:
- Section 46 of the Companies Act, 2013 – Governs the issuance of duplicate share certificates.
- Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014, prescribes the detailed procedure.
- Company’s Articles of Association (AOA) – Each company may have specific requirements aligned with the law.
In 2025, compliance has been strengthened with stricter timelines, mandatory record-keeping in the Register of Members, and penalties for companies failing to adhere to the prescribed procedure.
Step-by-Step Process of Issuing Duplicate Share Certificates (2025 Update)
Here is the complete procedure a shareholder and company must follow:
1. Reporting the Loss
- The shareholder must immediately notify the company’s registered office about the loss or damage of the share certificate.
- A written application must be made, mentioning details such as folio number, certificate number, and the number of shares.
2. Submission of FIR (First Information Report)
- In cases of loss or theft, the shareholder must lodge an FIR with the local police station.
- The FIR must include details of the lost share certificate(s).
- A copy of the FIR should be submitted to the company as proof.
3. Affidavit and Indemnity Bond
- The shareholder must execute an affidavit affirming the loss and stating that the original certificate is not pledged or transferred.
- An indemnity bond must be provided to safeguard the company against any claim arising from the original certificate.
- In some cases, companies may also require a surety from a third party.
4. Advertisement in Newspaper (if required)
- Certain companies may ask shareholders to publish an advertisement in a widely circulated newspaper, announcing the loss of the certificate.
- This acts as a public notice to prevent fraudulent claims.
5. Verification by the Company
- The company’s Board of Directors will verify the application and supporting documents.
- If satisfied, the Board may approve the issue of a duplicate certificate by passing a Board Resolution.
6. Payment of Fees
- Companies may charge a nominal fee for issuing duplicate share certificates.
- The fee structure is usually mentioned in the Articles of Association.
7. Issuance of Duplicate Share Certificate
- Once approved, the company must issue the duplicate certificate within the prescribed time limit of 3 months from the date of submission of complete documents.
- The new certificate must be stamped or printed with the word “DUPLICATE”.
- Entry must be recorded in the Register of Renewed and Duplicate Share Certificates.
Documents Required for Duplicate Share Certificates
To streamline the process, shareholders must provide the following documents:
- Application letter to the company.
- Copy of FIR (in case of theft or loss).
- Affidavit declaring loss of certificate.
- Indemnity bond duly executed.
- Newspaper advertisement copy (if required).
- Self-attested ID proof and address proof.
- Damaged/mutilated certificate (in case of defaced or torn documents).
Timeline for Issuance (2025 Update)
- Application Submission: Immediately after loss/damage is noticed.
- Verification and Board Approval: Typically 30–45 days.
- Issuance of Duplicate Certificate: Within 3 months of application completion.
The timelines have been clarified in 2025 to ensure shareholders are not left waiting indefinitely.
Penalties for Non-Compliance
If a company fails to issue a duplicate certificate within the prescribed time:
- Company Penalty: ₹25,000.
- Officer-in-default Penalty: ₹10,000.
These penalties ensure accountability on the company’s part.
Common Mistakes to Avoid
- Delay in reporting loss – Always inform the company immediately.
- Incomplete documents – Missing affidavit or FIR delays the process.
- Ignoring newspaper advertisement – Some companies still require this step; skipping it may lead to rejection.
- Improper indemnity bond – Draft it correctly with required sureties.
- Not checking company’s AOA – Each company may have additional formalities.
Digital Shift in 2025
While physical share certificates are still valid, most companies encourage shareholders to dematerialize (demat) their shares once duplicate certificates are issued. This shift reduces risks of loss or damage and makes transactions faster and safer.
Conclusion
Issuing a duplicate share certificate in 2025 is a well-defined process, but it requires careful compliance with legal requirements. Shareholders must act quickly, provide all necessary documents, and cooperate with the company’s verification process. Companies, on the other hand, must ensure they follow timelines, record entries properly, and safeguard against fraudulent claims.
To avoid future hassles, shareholders are strongly advised to convert physical certificates into demat form once duplicates are issued. This ensures safety, ease of transfer, and compliance with SEBI guidelines.
By understanding and following the updated procedure, investors can secure their rightful ownership and prevent unnecessary disputes.