Articles 19 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.
Five Articles of Schedule I deal with company paper and transfers: the share certificate (Article 19), the letter of allotment in respect of a loan (Article 36), the share warrant to bearer (Article 59), transfers of certain interests (Article 62) and the proxy (Article 52). Two of them, Article 62 and Article 52, are Union instruments under section 9(2)(a). The Schedule also names old Acts, which are quoted as printed.
The central Schedule prints two annas for a share certificate (other than a document covered under Articles 27 and 56A), two annas for a letter of allotment in respect of a loan, one and a half times the conveyance duty on the nominal amount of shares for a share warrant to bearer, five rupees or the duty on the underlying instrument for a transfer of an interest secured by a bond, mortgage-deed or policy, and thirty paise for a proxy. For Articles 62 and 52, which are Union instruments, the rate is the one the central Schedule prints; any reduction or remission under section 9 and later amendments should be checked. For the other Articles the amounts are the central text's, and the duty actually payable is fixed by the State where the instrument is executed.
This article is based on the consolidated text of the Act consulted (latest amendment shown: Act 13 of 2021). Later amendments should be checked. Stamp duty on most instruments is fixed by the law and schedule of the State where the instrument is executed, so check that State's schedule; this article explains the central Act only. The company-law material in the Schedule refers to the Indian Companies Act, 1882 as printed, and the reader should check the current law for the corresponding provision.
The Articles in a table
| Article | Description of instrument as printed | Proper stamp-duty as the central Schedule prints it | Exemptions as printed |
|---|---|---|---|
| 19 | Certificate or other document (except the certificate or other document covered under Articles 27 and 56A) evidencing the right or title of the holder, or any other person, to any shares, scrip or stock in or of any incorporated company or other body corporate, or to become proprietor of shares, scrip or stock | "Two anna" (as printed) | None printed |
| 36 | Letter of allotment in respect of any loan to be raised by any company or proposed company | Two annas | None printed |
| 59 | Share warrants to bearer issued under the Indian Companies Act, 1882 (6 of 1882) | One and a half times the duty payable on a Conveyance (No. 23) for a consideration equal to the nominal amount of the shares specified in the warrant | See below |
| 62(c)(i) | Transfer (whether with or without consideration) of any interest secured by a bond, mortgage-deed or policy of insurance, if the duty on such bond, mortgage-deed or policy does not exceed five rupees | The duty with which such bond, mortgage-deed or policy of insurance is chargeable | See below |
| 62(c)(ii) | The same, in any other case | Five rupees | See below |
| 62(d) | Transfer of any property under the Administrator General's Act, 1874 (2 of 1874), section 31 | Five rupees | See below |
| 62(e) | Transfer of any trust-property without consideration from one trustee to another or from a trustee to a beneficiary | Five rupees or such smaller amount as may be chargeable under clauses (a) to (c) of this Article | See below |
| 52 | Proxy, empowering any person to vote at any one election of the members of a district or local board or of a body of municipal commissioners, or at any one meeting of (a) members of an incorporated company or other body corporate whose stock or funds is or are divided into shares and transferable, (b) a local authority, or (c) proprietors, members or contributors to the funds of any institution | Thirty paise | None printed |
If your company issues share certificates or records transfers and wants to see how these Articles meet sections 9A and 9B, our share transfer service can help.
Article 19: certificate or other document of title to shares
The exception "(except the certificate or other document covered under Articles 27 and 56A)" was inserted by Act 7 of 2019, s. 21, with effect from 1-7-2020 (earlier notified with effect from 9-1-2020 followed by 1-4-2020), and the same section omitted a cross-reference "See also Letter of allotment of shares (No. 36)". The copy prints the duty as "Two anna", with a stray bracket and quotation mark in the description; we quote them as printed. The footnote shows the amount as substituted by Act 43 of 1923, s. 2, for "One anna".
Article 36: letter of allotment in respect of a loan
Article 36 charges a letter of allotment "in respect of any loan to be raised by any company or proposed company". It was substituted by Act 7 of 2019, s. 21, with effect from 1-7-2020, and its duty "Two annas" replaced "one anna" under Act 43 of 1923, s. 2.
Article 59: share warrant to bearer
Article 59 charges one and a half times the conveyance duty on the nominal amount of the shares in the warrant; the footnote shows "One and a half times" as substituted by Act 6 of 1910, s. 3, for "Three-quarters of". The exemption concerns a share warrant issued by a company in pursuance of section 30 of the Indian Companies Act, 1882, "to have effect only upon payment, as composition for that duty, to the Collector of Stamp-revenue", of (a) one and a half per centum of the whole subscribed capital of the company, or (b) where a company which has paid the duty or composition in full later issues an addition to its subscribed capital, one and a half per centum of the additional capital so issued. The copy also prints "Scrip. See Certificate (No. 19)". The reader should check the current law for the corresponding provision, and this article names no replacement.
Section 62(2) of the Act deals with a share-warrant issued unstamped, naming the company and its officers; see our article on section 62.
Article 62: transfer
Article 62 is headed "Transfer (whether with or without consideration)". The copy prints a row of asterisks where items (a) and (b) stood. A footnote says "Article 62 item (a) and (b) omitted by Act 7 of 2019, s. 21", but the date it gives for the omission (1-4-2020) differs from the date given in the other footnotes on Act 7 of 2019 (1-7-2020), so we give no date for the omission beyond Act 7 of 2019, and we say nothing about what the omitted items provided. Clause (e) still refers to "clauses (a) to (c) of this Article"; we quote it as printed.
Exemptions. Transfers by endorsement (a) of a bill of exchange, cheque or promissory note; (b) of a bill of lading, delivery order, warrant for goods, or other mercantile document of title to goods; (c) of a policy of insurance; (d) of securities of the Central Government. The copy adds "See also section 8".
The Administrator General's Act, 1874 is quoted as printed, and the reader should check the current law for the corresponding provision. Securities, including debentures, are dealt with in Articles 27 and 56A; see our article on Articles 27 and 56A. For the practical process of transferring shares, see our guide on share transfer in a private company.
Article 52: proxy
A proxy is charged thirty paise as printed, with no exemptions. It is a Union instrument under section 9(2)(a). The proxy here is an instrument empowering a person to vote at an election of a district or local board or body of municipal commissioners, or at a meeting of the bodies named. Article 48 excludes a proxy from the power-of-attorney entry; see our article on Article 48. The copy's footnote marker against the proxy duty is shared with the receipt duty in Article 53, so the footnote attached to it (substitution by Act 32 of 1994, s. 99, for "Twenty paise") is not tied here to either Article. For company proxies as a matter of company law, see our article on proxy rules under section 105 of the Companies Act, 2013.
An example with invented names
Orbit Textiles Limited, an incorporated company, issues a certificate evidencing the title of a holder to shares that are not covered under Articles 27 and 56A. Article 19 applies, for which the central Schedule prints two annas; the State fixes the duty actually payable. A shareholder, Rina, signs a proxy for one general meeting of the company's members: Article 52 applies at thirty paise as printed, and because a proxy is a Union instrument, the rate is the central Schedule's, and any reduction under section 9 and later amendments should be checked.
Need help with share documents?
If you are issuing share certificates, recording transfers or collecting proxies, our team can help under our share transfer service. We read the documents against the Articles and the sections that now govern securities.
Key takeaways
- Article 19 charges a share certificate or document of title (other than those covered under Articles 27 and 56A); Article 36 a letter of allotment for a loan; Article 59 a share warrant to bearer.
- Article 62 now begins at (c); items (a) and (b) are omitted by Act 7 of 2019.
- Article 62 and Article 52 (proxy) are Union instruments: the rate is the central Schedule's, subject to any reduction under section 9.
- The Indian Companies Act, 1882 and the Administrator General's Act, 1874 are quoted as printed; check the current law.
- The copy prints "Two anna" for Article 19 and a shared footnote marker for Articles 52 and 53.
Read next
- Articles 27 and 56A of Schedule I: debenture, shares, derivatives and other securities
- Articles 13, 49, 37 and 50 of Schedule I: bill of exchange, promissory note, letter of credit and protest
- Share certificates under section 46 of the Companies Act, 2013
- Section 56 of the Companies Act, 2013: transfer of shares
Disclaimer: Based on the consolidated text of the Indian Stamp Act, 1899 published by the Department of Revenue, whose latest amendment shown is Act 13 of 2021, as consulted on 2 October 2026. Only the central text is covered: stamp duty on most instruments is fixed by the law and schedule of the State where the instrument is executed, and State amendments, rules, notifications and later amendments should be checked. This article is general information, not legal advice; check the official text before acting.