Issue a Duplicate Share explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
To issue a duplicate share certificate, the shareholder applies with proof of loss, an FIR copy and an indemnity bond; the company publishes a notice where required, the Board approves issue, and a certificate marked "Duplicate" is issued within 3 months (45 days for listed companies) and recorded in Form SH-2.
Overview
A duplicate share certificate replaces an original that is lost, stolen, destroyed, defaced or mutilated. The process protects the company against double claims through indemnity and record-keeping, and is governed by Section 46 and Rule 6 of the Share Capital and Debentures Rules.
When It Is Required & Legal Basis
Section 46(2) of the Companies Act, 2013 read with Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014 empowers a company to issue duplicate certificates. The issue must be authorised by the Board and, on payment of a fee not exceeding ₹50 per certificate, subject to satisfactory evidence and indemnity.
Step-by-Step Process
- Application. The shareholder applies stating the reason (loss/defacement) with certificate details.
- Proof & FIR. For a lost certificate, obtain an FIR/police complaint copy and any surrender of the defaced original.
- Indemnity & notice. Execute an indemnity bond (with surety for higher value) and publish a newspaper notice where the Articles/Board require.
- Board resolution. The Board approves issue of the duplicate after the notice period lapses without a competing claim.
- Issue certificate. Issue the certificate marked "Duplicate", signed by two directors and the CS where appointed.
- Record in SH-2. Enter the particulars in the Register of Renewed and Duplicate Share Certificates (Form SH-2).
Forms, Attachments & Fees
| Form/Document | Purpose | Timeline |
|---|---|---|
| Indemnity bond + FIR copy | Protect company against double claim | With application |
| Board resolution | Authorise issue of duplicate | After notice period |
| SH-2 | Register of Renewed and Duplicate Certificates | On issue |
A fee up to ₹50 per certificate may be charged. No ROC e-form is filed, but the SH-2 register and minutes must record the issue. Certificate must be marked "Duplicate" prominently.
Timeline & Due Dates
An unlisted company must issue the duplicate within 3 months, and a listed company within 45 days, of receiving the complete documents (Rule 6).
Penalty for Delay / Non-compliance
Under Section 46(5), if a company issues a duplicate certificate with intent to defraud, the company is punishable with a fine of ₹5,00,000 to ₹10,00,000 and every officer in default with imprisonment and/or fine of ₹1,00,000 to ₹5,00,000 (subject to the current penal framework).
Practical Tips
- Insist on an FIR and indemnity for lost certificates to guard against fraudulent duplicate claims.
- Retain the defaced/mutilated original after cancellation before issuing the duplicate.
- Keep the SH-2 register meticulously — it is the audit trail for every duplicate/renewed certificate.