How to Issue Duplicate Share Certificate in India: Complete Procedure 2026

A duplicate share certificate is a new physical certificate of a company or Registrar and Transfer Agent (RTA) which replaces a lost, misplaced, stolen, destroyed, defaced or mutilated share certificate. It has the same folio number, and distinct number as the original share certificate, and a number of shares as the original share certificate, but marked with the letters DUPLICATE and entered in a special register of renewed and duplicate share certificates (Form SH-2) as required by Companies Act 2013 duplicate share certificate rules and by Rule 6 of the Companies (Share Capital and Debentures) Rules 2014.

To you as a shareholder, a duplicate share certificate of listed or unlisted company restores your documentary evidence of ownership of shares in the company, which is a prerequisite to the transfer of shares, transmission, dematerialisation (duplicate share certificate vs demat) and corporate activities of the company including, but not limited to, bonus issues, stock splits, rights issues, and buybacks. A duplicate share certificate does not issue new shares, but merely substitutes the certificate of title of ownership that is already held in the register of members and the register of renewed and duplicate share certificates of the company.

You have to apply to issue a duplicate share certificate in case:

• The original share certificate is lost or misplaced
• The certificate is stolen and you want to prevent misuse
• The certificate is destroyed in fire, flood, or other accidents
• The certificate is defaced, torn, or mutilated and no longer legible

In India, investors need to be guarded and fraud must be avoided through a stipulated duplicate share certificate procedure in both listed and unlisted companies.

Section 46, Companies Act 2013 – Certificate of Shares

• Allows a duplicate certificate of shares to be issued if the original is lost, destroyed, defaced, mutilated, or torn (if surrendered).
• Prescribes that the manner of issue and the register of duplicate certificates must follow the Companies (Share Capital and Debentures) Rules 2014.

Rule 6, Companies (Share Capital and Debentures) Rules 2014

Key points:

• The company must verify evidence of loss and supporting documents (FIR, indemnity, affidavit).
• Duplicate certificates must be issued within specific timelines.
• All renewed and duplicate share certificates must be entered in Form SH‑2 (Register of Renewed and Duplicate Share Certificates).

Timelines for Issue of Duplicate Share Certificate

Once complete documents are received:

Company Type	Statutory Timeline for Duplicate Certificate
Listed	Within 45 days of submission of complete documents
Unlisted	Within 3 months of submission of complete documents

Penalties for Fraudulent Issue

The Act comes with stiff penalties such as fines and personal liability of the officers where a firm issues a duplicated share certificate with a view to defrauding.

Step 1: Intimate the Company / RTA Immediately

As soon as you realize the share certificate is lost, misplaced, or stolen:

• Write or email the company or its RTA informing them of the loss.
• Mention clearly: Your full name and address, Folio number, Share certificate number, Distinctive numbers and quantity of shares, Date and circumstances of loss

This ensures your folio is flagged to prevent fraudulent transfer.

Step 2: File a Police FIR / Complaint

In lost or stolen share certificates, most companies require an FIR to be filed regarding lost share certificate or at least a non-cognizable (NC) complaint.

• Visit your local police station or use the state's online FIR portal (if available).
• Describe the company name, folio number, certificate number, and how it was lost.
• Obtain a signed copy or acknowledgment of the complaint for submission.

In case of damaged or ripped certificates that a person is capable of handing over, several firms do not demand FIR.

Step 3: Submit Duplicate Share Certificate Application

Then, send a formal copy share certificate application letter (or company specific form) to the company/RTA.

Your letter should include:

• Subject: "Request for Issue of Duplicate Share Certificate"
• Your name, folio number, address, and contact details
• Certificate number, distinctive numbers, and number of shares
• Reason for request (lost, stolen, destroyed, defaced, mutilated)
• Request to block the old certificate and issue a duplicate

Several RTAs (such as Link Intime, KFin, etc.) have their own duplicate share certificate request form or built-in request forms of information services. It is advisable to use the most recent format on the company/RTA site.

Step 4: Execute Indemnity Bond and Affidavit

Most companies require two key documents:

Indemnity Bond for Duplicate Share Certificate

• Executed on non‑judicial stamp paper of prescribed value (often ₹100–₹500, depending on state and company policy).
• You agree to indemnify the company and its RTA against any loss, claim, or demand that can occur in future in the event that the original certificate is abused.
• There are also instances whereby a single or two sureties/guarantors (of good financial standing) should also sign the bond.

Affidavit for Lost Share Certificate

• A sworn statement by you (and sometimes joint holders) confirming: The circumstances of loss/theft/destruction, That the certificate has not been pledged, sold, or otherwise encumbered, That you will return the original certificate to the company if it is found later
• This is usually on non‑judicial stamp paper or plain paper, then notarized.

Companies tend to pass bond format of indemnity and affidavit format together with their guidelines. Use these to avoid rejection.

Step 5: Publish Newspaper Advertisement (If Required)

On greater shareholdings or as a normal risk measure, most companies require you to place a newspaper advertisement on lost share certificates.

Common requirements:

• One ad in an English daily and one in a local/regional language newspaper.
• Ad must include: Company name, Your name and address, Folio number, Certificate number and distinctive numbers, Statement that the certificate is lost and that the company proposes to issue a duplicate, Call to the public to raise objections within a specified period (often 15 days)

Make copies of newspaper articles or e-paper PDF files; you will be required to include this with your file.

Step 6: Board Approval / Officer Authorization

Once the company or RTA receives all documents and is satisfied:

• The matter is placed before the Board of Directors or a duly authorized committee.
• The Board passes a board resolution for issue of duplicate share certificate, noting: Name of shareholder(s), Folio number, Certificate number and distinctive numbers, Reason for issue (loss, destruction, etc.)

Alternatively, in some companies, designated officers are authorized to approve such requests within laid‑down SOPs.

Step 7: Issue of Duplicate Share Certificate and Register Entry

After approval:

• The company prepares a new certificate clearly marked "DUPLICATE" and mentions that it is issued in lieu of the original certificate number ___ which has been reported lost/destroyed.
• It is signed according to Section 46 requirements (two directors or director and company secretary or where the company has a common seal, by the common seal).
• The particulars are filled in Form SH-2 (Register of Reissues and duplicate share certificates), such as date of issue, name of holder, old and new certificate number and purpose of issue.
• The copy share certificate is sent to you through registered mail, speed mail or endorsed courier.

This is the standard duplicate share certificate documents required checklist (this may not be the exact requirements in a company or RTA) before you begin the duplicate share certificate procedure:

• Duplicate share certificate application letter / company form – formal request to the company or RTA for issue of duplicate share certificate.
• Copy of FIR / police complaint for lost or stolen share certificate – mandatory in most cases of lost / misplaced share certificate.
• Indemnity bond for duplicate share certificate on proper non‑judicial stamp paper, duly signed and witnessed (and sureties if required).
• Affidavit for lost share certificate, sworn and duly notarized as per duplicate share certificate affidavit format.
• Self‑attested copy of PAN card of the shareholder (and joint holders, if any).
• Self‑attested copy of Aadhaar card or other address proof (driving licence, passport, utility bill, etc.) for KYC compliance.
• Original damaged/defaced share certificate (if you are seeking replacement for a torn or mutilated share certificate rather than a lost one).
• Newspaper advertisement clippings for lost share certificate (where newspaper advertisement for lost share certificate is required by the company/RTA).
• Passport‑size photographs of the shareholder (if specified by the RTA or company in their duplicate share certificate application form).
• Specimen signature form / signature verification attested by bank, for matching with the company's records.
• Any additional KYC or FATCA forms for NRI / foreign shareholders, in case of duplicate share certificates for NRI investors.

Always check the latest duplicate share certificate documents required list and formats on your company or RTA's website and follow their instructions carefully before submitting your request.

Statutory Company Fee

Companies can levy a duplicate share certificate fee up to a maximum of ₹50 per certificate, as per the Companies (Share Capital and Debentures) Rules 2014. Many companies charge a nominal amount within this cap, or may waive it for small investors.

Typical Cost Breakdown (India)

Item	Approximate Cost (India)
Company fee per duplicate certificate	Up to ₹50
Indemnity bond stamp paper	₹100–₹500
Affidavit stamp paper + notarization	₹100–₹400
Newspaper ads (2 papers, basic classified)	₹1,000–₹5,000 (metros higher)
Courier, photocopies, incidental expenses	₹200–₹800

Realistically, most retail investors spend around ₹1,500–₹7,000 in total, depending on city, ad size, and whether they use professional help.

Once the company receives all required documents correctly executed, statutory timelines apply:

Company Type	Legal Timeline	Practical Reality
Listed	Within 45 days of complete documents	Many RTAs process within 30–45 days
Unlisted	Within 3 months	Some smaller companies use full period

If there is delay beyond this without proper reason:

• Write to the Company Secretary / Compliance Officer.
• For listed companies, escalate via SEBI SCORES and stock exchange investor grievance channels.

NRI Shareholders

In the case of NRI duplicate share certificates, the duplicate share certificate procedure contains some additional compliance steps. There can be the need to have documents notarized in a foreign country or attested by the Indian Embassy / Consulate, and the RTA may want overseas address evidence, valid visa, OCI/PIO card, and FATCA/self-declaration forms as a part of the duplicate share certificate KYC. The total duplicate share certificate timeline of NRI investors can be increased by longer courier timelines and embassy appointments.

Joint Holdings

In the case of a joint holder duplicate share certificate, all the registered joint holders are normally required to sign the duplicate share certificate application, indemnity bond and lost share certificate affidavit. Where one of the joint holders is a deceased, you are normally required to first complete transmission of shares (change of ownership to surviving holders / legal heirs) and only after the register of members is updated can the company issue a duplicate share certificate in appropriate joint names.

After Death of Shareholder

In case the shareholder is dead and the share certificate is lost or misplaced, transmission and duplicate share certificate steps are combined. The legal heirs or nominee has to undergo the transmission of shares by presenting a death certificate, succession documents (will, probate, legal heir certificate etc.), and complete KYC. When their names are registered under the register of members they may make a duplicate share certificate request under their own name/s to the usual FIR, indemnity bond, and affidavit.

Damaged / Defaced / Torn Certificates

In case the original physical share certificate is found, but damaged, defaced, or torn the company then can consider it as a renewed share certificate case and not as a lost case. In this situation, you do not usually require an FIR to duplicate a share certificate, you just send the damaged certificate back to a company/RTA. The company notes the information in Form SH-2 (register of renewed and duplicate share certificates) and the damaged share certificate is replaced by a new share certificate, usually accompanied by less rigorous paperwork and less risk checks.

After having received your duplicate share certificate, you are highly advised to dematerialise your shares:

• Open a demat account with a SEBI‑registered DP (if you don't have one).
• Fill out a Demat Request Form (DRF) and submit it with the duplicate share certificate.
• After demat, your shares exist only in electronic form—no risk of physical loss or damage, and no need for future duplicate certificates.

Given that SEBI and exchanges are pushing for demat and many transfers are now demat‑only, this is often the best long‑term solution.

Applications for duplicate share certificate are often delayed or rejected due to:

• FIR/complaint is missing, unclear, or not specific to the lost certificate
• Indemnity bond not executed on proper stamp paper value or not signed by required sureties
• Affidavit missing notarization or key declarations
• Signatures on forms do not match the company's records
• Name or address differences not backed by supporting proofs (e.g., name change Gazette, marriage certificate)
• Newspaper ads not in the prescribed format or papers
• Incomplete KYC documents

To avoid this:

• Use the exact latest formats provided by your company or RTA.
• Ensure signatures match your specimen on record.
• Check all stamp paper values and attestations.
• Attach proof for any change in name, address, or status (marriage, NRI, etc.).