Losing a share certificate can be stressful, especially if you need it for trading, transferring, or claiming dividends. But don’t worry! If you have lost your share certificate of a private company, you can apply for a duplicate. The process involves legal formalities to ensure the rightful owner gets the duplicate share certificate.

In this article, we will explain the procedure for issue of duplicate share certificate in a private company in simple terms.

What is a Share Certificate?

A share certificate is an official document issued by a company to confirm ownership of shares. It includes details like the shareholder's name, the number of shares held, and the certificate number. In private companies, share certificates serve as proof of investment.

If this certificate is lost, stolen, damaged, or misplaced, the shareholder must apply for a duplicate share certificate following legal procedures.

Duplicate Share Certificate Process in India

The process of getting a duplicate share certificate in India follows specific legal steps. The Companies Act, 2013, along with the rules set by the Ministry of Corporate Affairs (MCA), outlines the process for obtaining a duplicate share certificate in a private company.

Here are the steps involved:

Step 1: Inform the Company

If you lose your share certificate, you must immediately inform the company in writing. The letter should include:

• Your full name
• Shareholder details (like folio number and certificate number)
• Number of shares lost
• How the certificate was lost
• Request for a duplicate share certificate

Step 2: Lodge an FIR (First Information Report)

For lost or stolen share certificates, you need to file an FIR at the nearest police station. The FIR should mention details of the lost share certificate, including:

• The shareholder's name
• The company’s name
• Share certificate details (number, folio, shares held, etc.)
• Circumstances of loss

This is an important step to prevent misuse of the lost certificate.

Step 3: Provide an Indemnity Bond

The shareholder must submit an Indemnity Bond to the company. This is a legal document ensuring that if the original share certificate is misused, the shareholder will take full responsibility. The bond must be:

• Printed on a non-judicial stamp paper (value depends on state regulations)
• Signed by the shareholder
• Signed by two witnesses
• Sometimes, notarized by a public notary

Step 4: Submit an Affidavit

Along with the indemnity bond, you also need to provide an affidavit stating that the share certificate is lost and you have not transferred or pledged it. The affidavit should be:

• Printed on stamp paper
• Signed and notarized
• Mention complete details of the lost share certificate

Step 5: Advertise in a Newspaper (if required)

Some companies may require the shareholder to publish a notice in a newspaper (in English and a regional language) announcing the loss of the share certificate. This is done to allow objections, if any.

Step 6: Company Verification and Approval

Once all documents are submitted, the company verifies the details and checks its records. If everything is in order, the company’s Board of Directors will approve the issue of a duplicate share certificate.

Step 7: Payment of Fees

The company may charge a fee for issuing a duplicate share certificate, which should be paid as per their policy.

Step 8: Issue of Duplicate Share Certificate

After verification and approval, the company issues a duplicate share certificate. The new certificate will:

• Be marked as Duplicate
• Have a unique serial number
• Be signed by the company officials
• Be recorded in the company’s register

Step 9: Intimate the Registrar of Companies (ROC) (if required)

In some cases, private companies must inform the Registrar of Companies (ROC) about the issuance of a duplicate share certificate.

Documents Required for a Duplicate Share Certificate

To obtain a duplicate share certificate, the shareholder must provide:

1.       Application letter to the company

2.       Copy of FIR for lost/stolen certificates

3.       Indemnity Bond (on stamp paper)

4.       Affidavit (on stamp paper, notarized)

5.       Newspaper advertisement copy (if required)

6.       KYC documents (PAN card, Aadhaar, etc.)

7.       Fee receipt (if applicable)

Timeframe for Issuance of a Duplicate Share Certificate

The company must issue the duplicate share certificate within 3 months from the date of application, as per the Companies Act, 2013.

Precautions to Avoid Losing Share Certificates

To prevent loss or theft of share certificates, follow these precautions:

• Store certificates safely in a secure place
• Make photocopies for reference
• Convert physical shares to demat (electronic format) to avoid physical loss
• Keep records of certificate numbers
• Report loss immediately to the company if it happens

Conclusion

Losing a share certificate can be inconvenient, but by following the proper duplicate share certificate process, you can get a new one. Always ensure that you follow the required steps, submit the necessary documents, and maintain proper communication with the company.

If you need help with recovering lost shares or any related matters, consulting a professional can make the process easier.