Issue of duplicate share certificates

A duplicate share certificate issued under Section 46 of the Companies Act, 2013 represents the same shares and therefore may carry the same folio number and distinctive numbers as the original certificate. However, it is advisable to allot a fresh certificate number and clearly endorse the certificate as “DUPLICATE”. The issuance must be approved by the Board and recorded in Form SH-2 (Register of Renewed and Duplicate Share Certificates).

Duplicate share certificates under Section 46 of Companies Act 2013 cannot carry the same number as the original without specific handling. The correct procedure is:

1. Board resolution: Pass a board resolution authorising issuance of duplicate share certificate and noting the reason (loss, destruction, defacement).

2. Indemnity bond: Obtain an indemnity bond from the shareholder (on stamp paper) indemnifying the company against any future claims from the original certificate.

3. Certificate marking: The duplicate share certificate MUST be conspicuously stamped with the word DUPLICATE. It will carry the same folio number and distinctive numbers (same share class), but the certificate number is typically a new one or the same one clearly marked as duplicate issue.

4. Cancellation: If the original certificate is available or recovered, it must be immediately defaced and cancelled by the company.

5. MCA compliance: The issuance should be recorded in the Register of Members and the Register of Share Certificates. While there is no separate MCA form for duplicate certificate issuance, it should be captured in any subsequent share transfer or SH-1 filing.

Note: In a Pvt Ltd, the Articles of Association may have specific provisions for duplicate certificate issuance that override or supplement the above. Check your AoA first.

For ROC compliance and company secretarial support for private limited companies: https://taxgarden.in/services/roc-annual-compliance

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