Lost Share Certificate: Steps for Duplicate Issue

Last Updated: 26 Aug 2025

BSDA basically saves two important costs for the demat account app holder. Firstly, the AMC is waived based on the slab of holdings that the holder falls into on the cut-off date. Secondly, BSDA account holders are only entitled to receive online statements and not physical statements. Other charges like per folio on debits and DRF charges will continue to apply in the case of BSDA accounts too.

If you have lost or misplaced your share certificates of any listed company, you need to immediately inform the respective company of which you had the shares. You also need to quote the folio number and details of the share certificates to the company for their reference. When a company receives an intimation that you have lost the shares, the folio number or the details provided to the company are frozen in lieu of the lost shares. This is done by the company to prevent any fraud or transfer of shares.

The company sends you the procedure on how to issue a duplicate share certificate, which includes preparing an affidavit, surety and indemnity bond agreement. The company, in a letter, mentions how you can carry out the procedure for the issue of duplicate certificates. You will then have to prepare an affidavit, an indemnity bond agreement with franking of around Rs. 300. You also need to get the affidavit & surety bond notarised.

To add credibility, this indemnity & surety bond should be signed by two witnesses who are not your family members. Remember to get the duplicate share certificate; it is essential to provide an indemnity and surety bond.

Upon receipt of these completed documents, you will have to file an FIR (first information report) with the police listing details of lost share certificates such as the folio number, company name, share certificate number and distinctive number of shares, etc.

You now need to publish a general notice in a government gazette declaring the loss of share certificates. The notice should contain the details of the shareholder, the share certificate numbers and the distinctive numbers of shares lost.

It is usual to publish a general notice in a government gazette in the place of the registered office, intimating the public of the loss of the share certificate and of the company’s proposal to consider the issue of a duplicate share certificate, in lieu of the one that is lost.

The cost of the publication of the general notice is usually borne by the shareholder. You should send the documents to the company/registrars for issue of duplicate share certificates, accompanied by an affidavit, indemnity & surety bond and original copy of FIR of police complaint reporting loss of share certificates and voucher copy of advertisement released in the government gazette publication regarding loss of share certificates.

Once the documents are verified, the company or its registrar will start processing the request for issuing a duplicate share certificate. It usually takes around four to six weeks from the date the company or registrar receives all valid documents for the duplicate certificate to reach the shareholder. It’s important to note that a board resolution or committee approval is necessary before any duplicate share certificate is issued.

On the front of the duplicate share certificate, the words “Duplicate issued in lieu of share certificate number” will be written, and the word “DUPLICATE” will be clearly stamped across the face of the certificate in bold letters. Details of the issued duplicate certificate will be recorded in the register meant for renewed and duplicate certificates. This register will include the name of the shareholder, the date, and the number of the new certificate.

The company will also inform all stock exchanges where its shares are listed about the issue of the duplicate certificate and the cancellation of the original one.

What Is a Share Certificate?

A share certificate is a physical document evidencing legal ownership of a specified number of shares in a company. It records details such as the shareholder’s name, distinctive share numbers, class of shares, and the date of issue. It serves as prima facie proof of title under company law, enabling shareholders to transfer, pledge, or otherwise deal with their securities.

Consequences of Losing a Share Certificate

When a holder reports a loss of share certificate, several problems can emerge:

• Fraud risks, as fraudsters may attempt to impersonate the shareholder and encash dividends or sell the securities.
• Transfer restrictions, because registrars freeze the folio until authenticity is re-established, delaying legitimate transactions.
• Potential ownership disputes if duplicate certificates are issued on incomplete information, triggering costly litigation.

Steps to Take After Losing a Share Certificate

1. Identify the loss and gather basic share details (folio number, certificate number, distinctive numbers).
2. Lodge a lost share certificate FIR with the local police station and obtain an acknowledged copy.
3. Send an intimation to the company’s registered office and its registrar & share transfer agent (RTA) describing the loss.
4. Publish a notice in a widely circulated newspaper, if required by the company’s Articles, to alert the public.
5. Maintain vigilance for any fraudulent transfers while the folio remains flagged.

Process to Get a Duplicate Share Certificate Issued

A shareholder who has lost a share certificate must follow the statutory route for the issue of a duplicate share certificate under Section 46(2) of the Companies Act 2013 and Rule 6 of the Companies (Share Capital & Debentures) Rules 2014.

Documents Required

• Original police report (Lost share certificate FIR).
• Newspaper advertisement cutting (if insisted).
• Notarised affidavit explaining the circumstances of loss and undertaking future surrender if found.
• Share certificate indemnity agreement executed on non-judicial stamp paper, indemnifying the company and its RTA against claims.
• Identity proof and specimen signature.
• Board resolution copy if the applicant is a corporate shareholder.

Application Procedure

1. Complete the prescribed form from the company or RTA for the procedure for issue of duplicate share certificate and attach all supporting papers.
2. Pay the requisite fee or stamp duty.
3. Submit the dossier in person or by registered post to the compliance officer/RTA; obtain acknowledgement.
4. The company verifies the papers, places the matter before its board, and after approval, dispatches the duplicate certificate marked “DUPLICATE”.
5. Stock exchanges are informed within 24 hours to lift the stop-transfer flag once the duplicate is delivered.

Shareholders often ask, “how to get a duplicate share certificate quickly?” – the key is furnishing complete, correctly executed documents to avoid queries.

Preventive Measures to Avoid Loss

• Dematerialise physical securities into electronic form with a depository participant to eliminate paper risk.
• Store any remaining paper certificates in a fireproof, moisture-controlled locker.
• Maintain high-resolution scans and note certificate numbers separately.
• Update contact details with the RTA to receive prompt alerts of any suspicious transfer requests.

Conclusion

Losing a paper share certificate can freeze transactions and expose investors to fraud, but timely police reporting, company notification, and strict adherence to the share certificate loss legal process ensure swift replacement. By dematerialising holdings and safeguarding documents, investors can avoid repeat incidents while preserving ownership rights.

Frequently Asked Questions

1. Is a newspaper advertisement mandatory after a Police complaint for lost shares?

Not in every case; some companies waive it for small holdings, but listed entities commonly require one for wider notice.

2. What if I later find the original certificate after the issue of a duplicate share certificate?

Return the original immediately to the company for cancellation, as holding both is unlawful and could invite penalties.

3. Can I trade my shares while the duplicate is in process?

No. The folio remains under stop-transfer until the duplicate certificate is generated and recorded by the RTA.

4. Does dematerialisation eliminate the need for physical certificates forever?

Yes. Once shares are dematerialised, ownership rests on electronic records, removing risks tied to physical paper.