Issue of Duplicate Share Certificates and Claim Shares

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As part of the Issuance of duplicate share certificates KYC Updation is mandatory. Completing KYC updation is necessary for shareholders aiming to recover unclaimed shares from the IEPF. 

Losing a share certificate can be a stressful experience, especially if you're trying to claim your shares from the Investor Education and Protection Fund (IEPF). However, there's no need to worry. We at Compliance Calendar LLP, will walk you through the steps to get a duplicate share certificate issued, convert it from physical to digital form, and recover your shares.

A share certificate is an important document that serves as evidence of ownership of shares in a company. Losing it can cause anxiety, but it's important to remember that the value of your shares remains intact and the process of getting a duplicate certificate might seem daunting, but with the right guidance, it can be managed smoothly.

What is a Duplicate Share Certificate?

A duplicate share certificate is issued when the original share certificate is lost, misplaced, or damaged, and serves as a replacement for the original document, enabling shareholders to prove their ownership of the shares, the process is also applicable when shares are transferred or sold, and the original certificate is unavailable.

Share certificates are legal documents that serve as evidence of ownership or investment in a company. When a company issues shares to its shareholders, it is mandated to provide them with either physical or electronic share certificates and must adhere to a specific format as prescribed under the Companies Act, 2013.

Key features of Share Certificate

A share certificate should include the following information:

Front of the Share Certificate:

  1. Name of the company

  2. Corporate identity number (CIN)

  3. Address of the registered office

  4. Nominal value per share

  5. Amount paid-up per share

  6. Register Folio Number

  7. Certificate Number

  8. Name of the holders (including joint holders)

  9. Number of shares held (in words and numbers)

  10. Distinctive numbers (from to)

  11. Date of issue of the share certificate

  12. Signatories of the directors and secretary/authorized person

Reverse of the Share Certificate:

  1. Name of the Transferor

  2. Name of the Transferee

  3. Number of shares

  4. Date of share transfer

  5. Signature of the authorized signatory

Signing and Execution of Share Certificates

As per Sub-section (3) of Section 46 of the Companies Act, 2013, and Rule 5(2) of the Companies (Share Capital and Debentures) Rules, 2014, the issuance of share certificates by companies in India must comply with specific protocols:

  • Issuance Requirement: Every company, whether public or private, must issue share certificates to its shareholders.

  • Evidence of Ownership: Share certificates act as documentary evidence of ownership or investment in the company.

A share certificate is typically issued by a company under its common seal, if applicable (the requirement for a common seal was removed by the Companies Amendment Act, 2015). The share certificate must be signed by:

  • Two Directors: The certificate must bear the signatures of at least two directors of the company.

  • Company Secretary or Authorized Signatory: If a Company Secretary is appointed, their signature is required. Alternatively, one authorized signatory designated by the Board of Directors can sign.

Learn Shares Certificates and Stamp Duty Payment in India

Format of Share Certificates (Form No. SH-1)

The format of a share certificate under the Companies Act, 1956:-

The format of a share certificate under the Companies Act, 2013, is prescribed in Form No. SH-1:-

Steps for Issuance of Duplicate Share Certificates

To obtain a duplicate share certificate, the following forms and steps are required:

  1. Application Form or ISR-4: Complete the necessary application form, such as ISR-4, to initiate the request for a duplicate share certificate.

  2. Supporting Documents: Attach essential supporting documents, including a request letter, Aadhar card, PAN card, canceled cheque, and Client Master List (CML).

  3. FIR (First Information Report): Provide an FIR detailing the loss, misplacement, or damage of the original share certificate, along with the securities' details and the reason for filing the FIR.

  4. Advertisement for Loss of Shares: Publish an advertisement in a widely circulated newspaper announcing the loss of the share certificate.

  5. Affidavit and Indemnity Bond: Submit an affidavit and an indemnity bond, duly notarized, to indemnify the company against any future claims on the lost shares.

  6. Payment of Prescribed Fee: Pay the prescribed fee for the issuance of the duplicate share certificate.

  7. Letter of Confirmation (LOC): Obtain an LOC from the Registrar and Transfer Agent (RTA) to claim the lost shares.

Letter of Confirmation (LOC) Issuance by RTA

A Letter of Confirmation (LOC) is a document provided by RTA that verifies the shareholding and transaction details of specific shares and the company. It confirms the rightful ownership of the shares by the applicant, ensuring that the duplicate share certificate issuance process is based on accurate and validated information.

Convert Physical Shares into Dematerialized Form After Obtaining LOC from RTA

Once the LOC is obtained from the RTA, follow these steps to convert physical shares into dematerialized (demat) form:

  1. Open a Demat Account: Open a Demat account with a Depository Participant (DP).

  2. Submit Required Documents: Provide the necessary documents to the DP, including the LOC, Aadhar card, PAN card, bank account details, and demat details.

  3. Fill out the DRF (Demat Request Form): Complete the Demat Request Form (DRF).

  4. Surrender Physical Share Certificates: If applicable, surrender the original physical share certificates.

  5. Document Submission to DP: Submit all required documents to the DP for processing.

  6. Verification by DP: The DP will verify the submitted documents.

  7. Follow-up with Company and RTA: Maintain communication with the company and the RTA to ensure the dematerialization process progresses smoothly.

  8. Credit of Shares in Demat Account: Upon successful verification and processing, the shares will be credited to your Demat account.

Timeline for Issuance of Duplicate Share Certificates

The issuance of duplicate share certificates typically takes approximately 45 to 90 days and the duration may vary depending on the company's internal processes and the timely submission of all required documents.

Hence, Misplacing or losing a share certificate can be stressful, but with the right guidance and steps from Compliance Calendar LLP, you can successfully obtain a duplicate share certificate and reclaim your shares. With the help of well-defined procedures in place to help you recover and claim your shares. By following the appropriate steps and adhering to best practices, you can successfully obtain a duplicate share certificate and ensure that your investment remains secure.

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