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Duplicate share certificate

Juhi Pant (Company Secretary) (132 Points)

27 June 2014

I want to issue Share Certificate under Companies Act, 2013, what is the procedure for that?

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Srividhya (Company Secretary) (43 Points)
Replied 27 June 2014

Dear Juhi,

Section 46 (2) of the Companies Act, 2013 provides that a duplicate certificate of shares may be issued only if

It is proved to have been lost or destroyed
Has been defaced, mutilated or torn and its surrendered to the company

Section 46(3)- Notwithstanding anything contained in the articles of a company, the manner of issue of a certificate of shares or the duplicate thereof, the form of such certificate, the particulars to be entered in the register of members and other matters shall be such as may be prescribed

Rule 6 of Companies (Issue of Share Certificates) Rules, 2014 provides the manner in which duplicate share certificates shall be issued.

Rule 6(2)

(a) The duplicate share certificate shall be not issued in lieu of those that are lost or destroyed, without the prior consent of the Board and without payment of such fees as the Board thinks fit, not exceeding rupees fifty per certificate and on such reasonable terms, such as furnishing supporting evidence and indemnity and the payment of out-of-pocket expenses incurred by the company in investigating the evidence produced

(b) Where a certificate is issued in any of the circumstances specified in this sub-rule, it shall be stated prominently on the face of it and be recorded in the Register maintained for the purpose, that it is “duplicate issued in lieu of share certificate No......”. and the word “duplicate” shall be stamped or printed prominently on the face of the share certificate

Rule 6(3)(a)

The particulars of every share certificate issued in accordance with sub-rules shall be entered forthwith in a Register of Renewed and Duplicate Share Certificates maintained in Form No.SH.2 indicating against the name(s) of the person(s) to whom the certificate is issued, the number and date of issue of the share certificate in lieu of which the new certificate is issued, and the necessary changes indicated in the Register of Members by suitable cross-references in the “Remarks” column.

Rule 6(3)(c)

All entries made in the Register of Renewed and Duplicate Share Certificates shall be authenticated by the company secretary or such other person as may be authorized by the Board for the purposes of sealing and signing the share certificate.

Things you should note:

Prior Consent of the Board
Payment of such fees as the Board thinks fit
Ensure such fees does not exceed rupees fifty per certificate
State prominently and record in the Register maintained for the purpose, that it is “duplicate issued in lieu of share certificate No......”
Ensure the word “duplicate” is stamped or printed prominently on the face of the share certificate
An entry in Register of Renewed and Duplicate Share Certificates maintained in Form No.SH.2 and provide remarks.
Entries made in the Register of Renewed and Duplicate Share Certificates be authenticated by the company secretary or such other person as may be authorized by the Board for the purposes of sealing and signing the share certificate.
Also ensure it is issued within a period of three months incase yours is Unlisted company
And of all ensure it is not issued with intent to defraud cos the company shall be punishable with fine which shall not be less than five times the face value of the shares involved in the issue of the duplicate certificate but which may extend to ten times the face value of such shares or rupees ten crores whichever is higher and every officer of the company who is in default shall be liable for action under section 447.