How To Get the Duplicate Copy of the Share Certificate

A share certificate is a legal document that certifies ownership of shares in a company. While most shares today are held in demat form, some investors still hold physical share certificates. In situations where these certificates are lost, misplaced, damaged, or stolen, shareholders are required to obtain a duplicate share certificate to maintain proof of ownership. This article outlines the process, documentation, and legal considerations involved in getting a duplicate copy of a share certificate in India.

A share certificate is issued by a company to its shareholders as proof of ownership for a specified number of shares. Before dematerialisation became the norm, companies issued physical certificates which served as essential legal documents for trading, transferring, or claiming benefits related to shares.

Even though most shares are now maintained in demat accounts, many investors still hold legacy physical certificates. Losing these documents can lead to issues in transferring ownership, receiving dividends, or dematerialising the shares. Therefore, obtaining a duplicate is crucial to restore the investor’s rights.

Situations where a duplicate certificate may be required include:

• Loss or theft of original certificates
  

• Physical damage due to fire, water, or wear and tear
  

• Misplacement during house shifting or record changes
  

• Torn or mutilated documents rendering them unusable
  

In all these cases, the shareholder must formally approach the issuing company and follow prescribed steps to get a duplicate issued.

Getting a duplicate share certificate involves a legal procedure governed by the Companies Act, 2013 and SEBI guidelines. The process typically includes the following steps:

Step 1: Inform the Company Immediately

Notify the company or its Registrar and Transfer Agent (RTA) in writing about the loss or damage. Include:

• Shareholder name
  

• Folio number
  

• Certificate number
  

• Number of shares
  

• Description of how the certificate was lost/damaged
  

This step ensures the company can mark the original certificate as "lost" and prevent misuse.

Step 2: File a Police Complaint

Visit the nearest police station and file a First Information Report (FIR) for the lost or stolen share certificate. This report is mandatory and must be submitted along with the application for a duplicate.

Step 3: Prepare an Affidavit

An affidavit must be prepared and notarised stating that the original certificate is lost and has not been pledged, sold, or misused. The affidavit should include:

• Name of shareholder
  

• Folio number and details of the lost certificate
  

• Statement of events leading to the loss
  

This declaration protects both the company and the shareholder legally.

Step 4: Submit an Indemnity Bond

An indemnity bond protects the company against any future claim on the original certificate. It must be executed on non-judicial stamp paper (value depends on the state). The bond usually includes:

• Promise to indemnify the company for any damages arising from misuse of the lost certificate
  

• Personal identification details of the shareholder and sureties (if required)
  

Some companies may require the bond to be countersigned by a surety or guarantor.

Step 5: Provide Additional Documents

Submit other supporting documents such as:

• Self-attested copy of PAN card and Aadhaar card
  

• Copy of FIR
  

• Proof of residence (utility bill, passport, etc.)
  

• Bank cancelled cheque or passbook copy
  

• Recent passport-size photograph
  

Step 6: Apply for Issue of Duplicate Certificate

Once all documents are ready, send them to the company’s RTA via registered post or physically (if applicable). Some companies may offer downloadable forms for duplicate share requests on their websites.

Step 7: Wait for Verification and Issuance

The company will verify the documents, check internal records, and may issue a public notice in newspapers as part of due diligence. After verification, the duplicate share certificate will be dispatched to the registered address.

The time taken to issue a duplicate certificate varies depending on the company’s internal process and compliance checks. Typically, it varies by company, often 3 to 6 weeks.

Charges that may apply include:

• Stamp duty for indemnity bond
  

• Notary and affidavit costs
  

• Courier or handling fees (varies by company)
  

Some companies may require publication of a public notice in newspapers, the cost of which is borne by the shareholder.

• The issuance of duplicate certificates is governed by Section 46 of the Companies Act, 2013
  

• SEBI mandates listed companies to follow standard operating procedures while handling lost share certificate requests
  

• Companies must maintain records of all duplicate certificates issued for transparency
  

• Always keep photocopies or scanned copies of your original share certificates
  

• Regularly update your contact and KYC details with the company or RTA
  

• Convert physical shares to demat form as early as possible to avoid future risks
  

• Use only official communication channels when interacting with companies or agents
  

Losing a share certificate may seem stressful, but the process to retrieve a duplicate is well-defined and supported by legal provisions. By following the steps carefully and providing the required documentation, shareholders can restore their records and safeguard their investment rights. While it involves some time and cost, the duplicate certificate is essential for continued access to shareholder benefits and for future dematerialisation.

This content is for informational purposes only and the same should not be construed as investment advice. Bajaj Finserv Direct Limited shall not be liable or responsible for any investment decision that you may take based on this content.