Process for Issue of Duplicate Share Certificate
A share certificate is a crucial document that serves as proof of ownership of shares in a company. However, shareholders may sometimes misplace, lose, or damage their share certificates. In such cases, the company issues a duplicate share certificate following a prescribed process. This article outlines the step-by-step process for issue of duplicate share certificate, its legal framework, and important considerations.
Legal Framework for the Issue of Duplicate Share Certificate
The issue of duplicate share certificate is governed by the Companies Act, 2013, and the relevant rules prescribed under it. Additionally, the company’s Articles of Association (AOA) may also provide specific provisions for issuing duplicate share certificates. Listed companies must comply with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, while issuing duplicate share certificates.
Reasons for Requesting a Duplicate Share Certificate
A shareholder may apply for a duplicate share certificate in the following cases:
Loss or misplacement of the original certificate
Theft of the share certificate
Damage or mutilation of the existing certificate
Certificate destroyed due to fire, flood, or other unforeseen circumstances
Step-by-Step Process for Issue of Duplicate Share Certificate
Step 1: Filing a Request with the Company
The shareholder must submit a formal application to the company requesting a duplicate share certificate. The application should include:
Name and address of the shareholder
Folio number and details of the lost/damaged share certificate
Reason for requesting a duplicate certificate
Step 2: Submission of Indemnity Bond and Affidavit
To protect the company from any future claims, the shareholder must submit:
Indemnity Bond: A legally executed indemnity bond indemnifying the company against any future disputes related to the lost certificate.
Affidavit: A sworn affidavit affirming the loss or damage of the original share certificate.
Step 3: Publication of Notice in a Newspaper
In case of loss, some companies require the shareholder to publish a notice in a widely circulated newspaper informing about the lost share certificate. This is done to invite any objections before issuing a duplicate share certificate.
Step 4: Verification and Approval by the Board of Directors
After receiving the request, indemnity bond, and other necessary documents, the company verifies the details. The request is then placed before the Board of Directors for approval.
Some companies charge a nominal fee for processing the issue of duplicate share certificate. The shareholder needs to pay this fee, which varies from company to company.
Step 6: Issuance of Duplicate Share Certificate
Upon approval, the company issues a duplicate share certificate in place of the lost or damaged one. The certificate is endorsed as “Duplicate” and carries a unique serial number distinct from the original one.
Step 7: Updating the Share Register
Once the duplicate share certificate is issued, the company updates its records, including the Register of Members, to reflect the change. This ensures proper documentation of the transaction.
A duplicate share certificate is issued only after thorough verification to prevent fraudulent claims.
The shareholder must immediately inform the company upon discovering the loss of the certificate.
If the original certificate is later found, it must be returned to the company and cancelled.
Listed companies must inform the stock exchange about the issue of duplicate share certificate.
The process for issue of duplicate share certificate is designed to safeguard both the company and the shareholder. By following the prescribed steps, shareholders can obtain a duplicate share certificate without complications. It is always advisable to keep the share certificates safe and report any loss immediately to avoid any legal or financial complications.