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:
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.
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.
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.
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.
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
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.
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.
Filing a First Information Report (FIR) is a mandatory step for obtaining a duplicate share certificate, as it serves as official legal proof of the loss or theft of the original certificate.
Some companies require a surety along with the indemnity bond when applying for a duplicate certificate, depending on the value of the shares and the company’s internal policy. Shareholders should confirm the requirement with the company’s Registrar and Transfer Agent (RTA).
Most companies notify shareholders once the duplicate share certificate is issued and dispatched. If the certificate is sent via courier or registered post, a tracking number is usually shared with the shareholder.
Shares cannot be sold or transferred by the shareholder without holding either the original share certificate or a valid duplicate certificate issued by the company.
Dematerialising shares after receiving a duplicate certificate is not legally mandatory; however, it helps minimise the chances of loss, theft, or damage and ensures smoother electronic transactions.