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Share Certificate Issue & Duplicate Share Certificate Services

A share certificate is evidence of a member's title to shares in the circumstances covered by the Companies Act and applicable rules. Companies may need to issue certificates for newly allotted shares, replace damaged certificates or issue duplicate certificates when an original is lost or destroyed. CorporateWalla assists with share-certificate documentation, board records, statutory-register updates, duplicate-certificate procedures and compliance coordination, based on the company's shareholding and whether the securities are held in physical or dematerialised form.

5–10 days (indicative) delivery
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50% upfront, 50% on delivery

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Share Certificate vs Dematerialised Shares

Physical shares

The company may issue and maintain physical share certificates where permitted by the applicable law and the security is held in physical form.

Dematerialised shares

Ownership is recorded electronically through the depository system. A traditional physical certificate is generally not the operative ownership record for a dematerialised holding.

Before preparing a certificate, determine whether the shares are actually held in physical or dematerialised form.

When Is a Share Certificate Required?

Common situations include:

  • Original issue of shares
  • Allotment following a share issue
  • Transfer of physical shares
  • Replacement of a damaged certificate
  • Duplicate certificate for a lost/destroyed certificate
  • Consolidation or subdivision where applicable
  • Other permitted changes to share certificates

The exact requirements depend on the transaction.

Issue of Share Certificate

For shares allotted by a company, the company should:

  • Complete the underlying allotment process.
  • Record the allotment.
  • Prepare the share certificate in the prescribed form.
  • Obtain the required signatures/authorisations.
  • Apply applicable stamp-duty requirements.
  • Deliver the certificate within the statutory period.
  • Update the register of members and other records.

A share certificate should not be prepared as a substitute for a valid share allotment.

Certificate After Share Transfer

Where physical shares are transferred:

  • Transfer documentation must be valid.
  • The company must register the transfer in accordance with the Companies Act and Articles.
  • The register of members must be updated.
  • The share certificate/endorsement should be processed as required.

The share certificate process follows the underlying share transfer; it does not itself create the transfer.

Duplicate Share Certificate

A duplicate certificate may be issued where the original has been:

  • Lost
  • Destroyed
  • Defaced
  • Mutilated
  • Otherwise requiring replacement under the applicable rules

The company should establish the facts and follow the statutory duplicate-certificate procedure.

Share Certificate Contents

A valid certificate generally contains prescribed information such as:

  • Company name
  • CIN
  • Registered office
  • Certificate number
  • Folio/member information
  • Number of shares
  • Distinctive numbers, where applicable
  • Class of shares
  • Amount paid-up
  • Authorised signatures

The exact format should follow the current statutory requirements and applicable company records.

Time Limits

The Companies Act and applicable rules prescribe timelines for delivery of certificates in specified circumstances. The timeline can differ depending on whether the certificate relates to:

  • Original allotment
  • Transfer
  • Transmission
  • Other statutory events

There is no one universal certificate-delivery period for every situation.

Share Certificate and Stamp Duty

Stamp-duty requirements may apply depending on:

  • Original issue
  • Transfer
  • State/central stamp-duty framework
  • Physical/demat status
  • Transaction date and applicable law

Do not assume that every share certificate carries the same stamp-duty treatment.

For dematerialised securities, stamp duty is generally handled through the prescribed electronic mechanism where applicable.

Lost Certificate and Shareholder Protection

A company should take reasonable steps to establish the shareholder's claim before issuing a duplicate certificate. The procedure may involve:

  • Identity verification
  • Ownership verification
  • Indemnity
  • Declaration/affidavit
  • Evidence of loss
  • Internal approval
  • Record of the duplicate certificate

The objective is to reduce the risk of issuing a duplicate certificate to someone who is not entitled to it.

Share Certificate vs Letter of Allotment

A letter of allotment or investment confirmation is not automatically equivalent to a statutory share certificate.

The company should maintain the required statutory certificate and register records after the allotment where the law requires a certificate.

Transmission vs Transfer

Transfer

Voluntary movement of shares from one holder to another.

Transmission

Movement of shares by operation of law, such as on death or insolvency, subject to the applicable procedure. See Transmission of Shares.

Transmission is not simply a transfer form with a different name.

Common Mistakes

Issuing a certificate before valid allotment

The underlying share issue must be valid.

Treating demat shares like physical shares

The ownership record and process differ.

Issuing a duplicate without verification

The company should establish the shareholder's entitlement and circumstances.

Ignoring stamp duty

The applicable duty should be checked for the transaction.

Failing to update the register of members

The certificate alone does not replace statutory record-keeping.

Using outdated certificate formats

Use the current statutory format and company records.

Treating transfer and transmission as identical

They are separate legal processes.

Share Certificate Timeline

Timeline depends on:

  • Nature of certificate request
  • Company records
  • Board/committee schedule
  • Physical/demat status
  • Duplicate-certificate verification
  • Stamp-duty requirements
  • Documentation completeness

Same-day duplicate certificate issuance cannot be promised without verifying the company's records and statutory process.

Share Certificate Pricing

Pricing factors include:

  • New certificate vs duplicate
  • Number of certificates
  • Lost/destroyed certificate
  • Physical vs demat
  • Transfer/transmission background
  • Record reconstruction
  • Stamp-duty support
  • Board documentation
  • Historical compliance issues

Government/stamp-duty costs and third-party expenses are shown separately.

What Is Not Guaranteed

  • Duplicate certificate issuance is not automatic merely because a shareholder requests it.
  • A company cannot guarantee acceptance of incomplete ownership evidence.
  • Stamp duty is not universally zero.
  • Certificate issuance does not itself prove that an underlying allotment or transfer was legally valid.
  • Processing time depends on records and statutory/company procedures.

Transparent 3-tier pricing

Pick the speed and depth that matches your need. Same quality, same CA team — only the timeline changes.

starter

₹1,499

Timeline: 5–10 days (indicative)

1 share certificate (new / replacement / duplicate)
Board / committee resolution
Affidavit / indemnity drafting (duplicate, where applicable)
Share certificate in the prescribed form
Register of Members update
Stamp-duty support (where applicable)
MOST POPULAR

standard

₹1,999

Timeline: 5–10 days (indicative)

Up to 5 share certificates
Board / committee resolution (all)
Duplicate verification + affidavit / indemnity (where applicable)
Share certificates in the prescribed form
Register of Members + certificate records update
Stamp-duty support + 1-yr support

pro

₹3,999

Timeline: 5–10 days (indicative)

Unlimited share certificates (any type)
Board / committee resolutions + register update
Full duplicate procedure, incl. public notice where required
Share certificates in the prescribed form
Record review / reconstruction support (where records exist)
Stamp-duty support + 1-yr compliance support

Government fee — paid by you at actuals

Government/stamp-duty costs and third-party expenses are separate from the professional fee. Stamp duty is not universally zero.

Every price above is a professional fee, excluding GST and government charges. 50% upfront, 50% on delivery.

Final fees depend on whether the request is a new or duplicate certificate, the number of certificates, physical or demat status, any transfer/transmission background, record reconstruction and stamp-duty support.

How it works

Step 1

Establish the circumstances

Record whether the certificate is lost, destroyed, damaged, defaced or mutilated.

Step 2

Obtain shareholder request

Obtain a written request/application and supporting information.

Step 3

Verify ownership

Check the register of members, certificate number, folio/share details, number and class of shares, previous transfer/allotment records and identity of the shareholder.

Step 4

Obtain supporting documents

Depending on circumstances: affidavit/declaration, indemnity, police complaint/FIR or other evidence where appropriate, newspaper/public notice where required by the company's policy or applicable circumstances, KYC and Board approval. An affidavit, FIR or newspaper advertisement is not universally mandatory; it depends on the applicable rules and company circumstances.

Step 5

Board/committee approval

Process the duplicate certificate through the authority prescribed by the Companies Act, Articles and applicable rules.

Step 6

Issue replacement/duplicate certificate

Prepare the certificate with the appropriate duplicate/replacement notation and prescribed details.

Step 7

Cancel or mark the old certificate

Where the original is later found or otherwise required, follow the applicable cancellation/recording procedure.

Step 8

Update statutory records

Update the register and certificate records.

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Documents required

Certificate of Incorporation
MOA/AOA
Register of Members
Share allotment/transfer records
Existing share certificate
Transfer instrument, where applicable
Shareholder KYC
Duplicate certificate request
Affidavit/indemnity, where applicable
Evidence of loss/damage, where relevant
Board/committee resolution
Stamp-duty evidence, where applicable

Why CorporateWalla®?

Share-certificate documentation

Certificates are prepared in the prescribed form only after the underlying allotment or transfer and the register records are confirmed.

Board records

Board/committee resolutions are prepared so certificates are issued through the authority prescribed by the Companies Act, Articles and applicable rules.

Duplicate-certificate procedure

Ownership and circumstances are verified and supporting documents are gathered before a duplicate is issued to the entitled shareholder.

Statutory-register updates

The register of members and certificate records are updated, based on whether the shares are held in physical or dematerialised form.

Frequently asked questions

It is a certificate issued by a company in the prescribed form evidencing the member's title to specified shares, subject to the applicable law and records.

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