How Indian companies issue duplicate share certificates in 2026 — Section 46, Rule 6, documents required, timelines for listed vs unlisted and register entries.
Even with dematerialised holdings becoming the norm under SEBI's 2024 mandate, physical share certificates still circulate — particularly in unlisted private companies and legacy listed holdings. When a certificate is lost, stolen, defaced or destroyed, the company must issue a duplicate under Section 46 of the Companies Act, 2013 and Rule 6 of the Companies (Share Capital and Debentures) Rules.
Statutory framework
Section 46 read with Rule 6 governs issue of duplicate certificates. A duplicate may be issued only where the company is satisfied that the original certificate is lost, destroyed or defaced. The procedure differs slightly between listed and unlisted companies, with SEBI LODR adding overlays for listed entities and SEBI's IEPF and Investor Service Centre framework taking on a larger role.
Documents required from the shareholder
- Application for issue of duplicate share certificate.
- Affidavit on stamp paper (state-specific stamp duty) confirming loss, manner of loss and an undertaking to indemnify the company.
- Indemnity bond on stamp paper.
- FIR or police complaint where the certificate is lost or stolen.
- Public notice in newspapers (one English, one vernacular) as required for listed companies; private companies may waive based on board policy.
- Surrender of the defaced/torn certificate where defacement, not loss, is the reason.
Process inside the company
- Receipt and acknowledgement of the shareholder's application along with all supporting documents.
- Verification of the request against the register of members and any pending dispute or attachment.
- Reference to the Board or the Stakeholders Relationship Committee (for listed entities) for approval.
- Drawing up the duplicate certificate in Form SH-1, marked clearly as 'Duplicate issued in lieu of original'.
- Recording in the Register of Renewed and Duplicate Share Certificates in Form SH-2.
- Despatch of the duplicate certificate to the shareholder.
Timelines
Rule 6(2)(b) requires unlisted companies to deliver duplicate certificates within three months from the date of submission of the complete application. For listed companies, SEBI LODR prescribes a tighter 30-day timeline (45 days in some specified cases). Extension beyond the limit is permitted only with the consent of the Tribunal under specific circumstances.
Listed companies and the dematerialisation overlay
Since SEBI's mandate, listed company shares can be transferred only in dematerialised form. While duplicate certificates can still be issued for valid lost-certificate cases, listed companies must direct shareholders to dematerialise the duplicate before any subsequent transfer. Investor Service Centres maintain dedicated processes for this combined journey to minimise delay.
Books, registers and stamp duty
- Make entry in Form SH-2 (Register of Renewed and Duplicate Share Certificates) and preserve it permanently.
- Stamp duty on the duplicate certificate per state Stamp Act — usually nominal.
- Indemnity bond stamp duty per state schedule.
- Preserve indemnity, affidavit and FIR copies along with the SH-2 register entry as part of statutory records.
Fraud risk and how it is mitigated
The most serious risk in duplicate certificate issuance is the original certificate later surfacing in good-faith circulation, creating two valid claims on the same shares. The combination of a notarised affidavit, indemnity bond with reasonable coverage, FIR or police complaint, and (for listed companies) a public notice in newspapers is designed to either flush out an existing holder or shift liability to the applicant if a competing claim later arises. Skipping any step weakens this protection materially.
Special cases
- Transmission combined with loss of certificate — legal heirs must complete transmission under Section 56 first, then apply for duplicate.
- Defaced or torn certificates — duplicate is issued in exchange; no FIR/public notice needed.
- Bonus and split shares — adjust the SH-2 register to reflect the underlying share movement.
- Listed entities post-2024 dematerialisation mandate — duplicate must be dematerialised before any subsequent transfer.
Tax implications of duplicate certificates
Issue of a duplicate certificate is not a transfer event and does not trigger income tax or capital gains. The cost of acquisition and holding period of the original shares carry through. Subsequent transfer of the duplicate is taxed under Section 45 of the Income-tax Act on the same basis as any other share transfer. Where the shares are listed and the duplicate is dematerialised before sale, the STT applies and Section 112A long-term / Section 111A short-term rules govern the tax.
Conclusion
Duplicate share certificate issuance is procedurally simple but evidence-heavy. Strong documentation — affidavit, indemnity, FIR, public notice — protects the company against fraudulent claims that the original is still in circulation. Map the process into a standard SOP for the company secretary, especially in private companies where a duplicate may be the first share-capital change in years.
