Duplicate Share explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rule 6 says when a company may issue a renewed or duplicate share certificate, the fee ceiling, the wording on the certificate and the periods for issue. Rule 11 requires Form SH-4 as the instrument of transfer for physical securities, to be delivered to the company within sixty days of execution, and adds a notice in Form SH-5 before a partly paid share transfer is registered.
This article is as amended up to G.S.R. 43(E) dated 21 January 2023 per the MCA e-book. Later amendments should be checked. For transfers and certificate replacement, see our share transfer service.
A renewed certificate (for a sub-division, consolidation or damaged certificate) is issued only on surrender of the old one; a duplicate (lost or destroyed) needs prior Board consent, a fee not exceeding fifty rupees and reasonable terms. A duplicate is issued within three months (unlisted) or forty-five days (listed) of complete documents. The SH-4 instrument of transfer is delivered to the company within sixty days of execution.
Rule 6: renewed or duplicate share certificate
Rule 6(1): renewed certificates
The certificate of any share shall not be issued in exchange for those that are sub-divided or consolidated, or in replacement of those that are defaced, mutilated, torn, old, decrepit or worn out, or where the pages on the reverse for recording transfers have been fully used, unless the certificate it replaces is surrendered to the company.
- Fee: the company may charge such fee as the Board thinks fit, not exceeding fifty rupees per certificate issued on splitting or consolidation, or in replacement of defaced, mutilated, torn, old, decrepit or worn out certificates.
- Wording: a certificate issued in these circumstances shall state on its face, and be recorded in the register maintained for the purpose, that it is "Issued in lieu of share certificate No..... sub-divided/replaced/on consolidation", and that no fee shall be payable pursuant to a scheme of arrangement sanctioned by the High Court or Central Government.
- Mass replacement: a company may replace all existing certificates by new certificates upon sub-division or consolidation of shares, merger, demerger or any reconstitution without requiring old certificates to be surrendered, subject to compliance with rule 5(1)(a), rule 5(2) and rule 5(3).
The e-book prints these items with lettering that runs on from the proviso (items shown as (b) and (c)); read them as part of sub-rule (1).
Rule 6(2): duplicate certificates
| Point | Rule |
|---|---|
| When | A duplicate is issued in lieu of certificates that are lost or destroyed |
| Conditions | Prior consent of the Board; payment of such fees as the Board thinks fit, not exceeding fifty rupees per certificate; reasonable terms, such as supporting evidence, indemnity and payment of out-of-pocket expenses of investigating the evidence |
| Wording | The face states prominently, and the register records, "duplicate issued in lieu of share certificate No....."; the word "duplicate" is stamped or printed prominently on the face |
| Time | Unlisted companies: within three months; listed companies: within forty-five days, from the date of submission of complete documents with the company |
The forty-five days replaced "fifteen days" by the Amendment Rules, 2015 of 18 March 2015. The rule counts from submission of complete documents, so a missing indemnity or evidence means the clock has not started.
Rule 6(3): the register
The particulars of every certificate issued under sub-rules (1) and (2) shall be entered forthwith in a Register of Renewed and Duplicate Share Certificates in Form No. SH.2, showing against the holder's name the number and date of issue of the certificate in lieu of which the new one is issued, with changes indicated in the Register of Members by cross-references in the "Remarks" column. The register is kept at the registered office or where the Register of Members is kept, preserved permanently, and held in the custody of the company secretary or another person authorised by the Board. All entries are authenticated by the company secretary or another person authorised for sealing and signing under rule 5(3). See our article on rules 5 and 7.
Example: Orchard Bay Private Limited receives an application from a shareholder who lost a certificate. The Board gives prior consent, takes an indemnity and evidence, and charges a fee within the fifty-rupee ceiling. The duplicate is stamped "duplicate" and states "duplicate issued in lieu of share certificate No....." with the old number, and is issued within three months of complete documents (the company is unlisted). The Register in Form SH.2 records it. For lost physical certificates in the investor protection context, see our post on IEPF claims for lost physical share certificates.
Rule 11: instrument of transfer
Rule 11(1): an instrument of transfer of securities held in physical form shall be in Form No. SH.4, and every instrument of transfer, with the date of its execution specified on it, shall be delivered to the company within sixty days from the date of execution.
Rule 11(2): for a company not having share capital, sub-rule (1) applies as if references to securities were references to the interest of the member in the company.
Rule 11(3): a company shall not register a transfer of partly paid shares unless it has given a notice in Form No. SH.5 to the transferee and the transferee has given no objection to the transfer within two weeks from the date of receipt of the notice.
A notification of 4 May 2022 (G.S.R. 335(E)) inserted a declaration in Form SH-4, before the Enclosures: either that the transferee is not required to obtain Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 before the transfer, or that approval is required and has been obtained and is enclosed. That is a form change; it does not change the text of rule 11.
| Event | Period as printed | Form |
|---|---|---|
| Delivery of the signed instrument to the company | Sixty days from execution | SH.4 |
| Notice to the transferee of partly paid shares | Before registration | SH.5 |
| Transferee's objection window | Two weeks from receipt of the SH.5 notice | None |
For the practical steps, see our guides to the SH-4 share transfer deed and how to file the SH-4 share transfer deed, and on death of a holder, transmission of shares on death. For the Act, read our section 56 guide on transfer of shares.
Need help with certificates and transfers?
Duplicate certificates and transfer papers have short clocks and strict wording. TaxClue can prepare the Board consent, indemnity, SH-4 and registers; see our share transfer page.
Key takeaways
- Renewed certificates need surrender of the old one; the fee ceiling is fifty rupees per certificate.
- Duplicates need prior Board consent, evidence and indemnity, and the word "duplicate" on the face.
- Duplicates are issued within three months (unlisted) or forty-five days (listed) of complete documents.
- Form SH.2 records renewed and duplicate certificates and is preserved permanently.
- SH-4 is delivered to the company within sixty days of execution; partly paid share transfers need an SH.5 notice and a two-week window.
Read next
- Rules 5 and 7: share certificates and safe custody of forms
- Rule 19: nomination by securities holders, SH-13 and SH-14
- SH-4 share transfer deed guide
- Section 56 of the Companies Act, 2013: transfer of shares
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.