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    Issue of Duplicate Share Certificate: Complete Procedure

    In case of loss or misplacement of Share Certificate, to avoid any financial loss to the Company Issue of Duplicate Share Certificate should be done.

    Sakshi Sharda | Updated: 21 Mar, 2020 | Category: Compliances, Event Based Compliances

    Issue of Duplicate Share Certificate: Step by Step Procedure

    Share Certificates issued to the Companies are sometimes due to some unforeseen circumstances are lost or misplaced by the Shareholders. The loss of Share Certificates can lead to huge financial loss to Shareholders as well as the Company. To avoid any unnecessary loss to the Shareholders and the Company, the remedy is provided by the Central Government. The Companies Act, 2013[1], provides for the provisions for Issue of Duplicate Share Certificate under section 46 read with Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014 in case the original Share Certificate is lost or misplaced by the Shareholder. In this article, the procedure followed for the Issue of Duplicate Share Certificate will be discussed.

    Page Contents

     What is a Share Certificate?

    Company issues Share Certificate to certify that from the date on which a certificate is issued to a person, the person is registered owner of the Shares of Company. Share Certificate issued by Company is the prima facie evidence of title of the member to the Shares of the Company. The Share Certificates proved ownership of the person in the Company. The loss and misplacement of Share Certificate will affect the Shareholder financially, as there will be no proof of his/her ownership. The Company issues the Duplicate Share Certificate in case the original is lost or misplaced.

    Share Certificate if lost or misplaced, what are the steps which should be followed for the Issue of Duplicate Share Certificate?

    Certain steps should be followed by the shareholders and Company when Share Certificate of a shareholder is lost or misplaced:

    Steps to be taken by Shareholders

    Shareholders should take the following steps after the loss or misplacement of Share Certificate:

    The Shareholder should immediately inform about the lost or misplaced Share Certificate to the Company.

    The communication of the information can be done through a letter to the address of the Company, or an email can be sent to the Company.

    The details of the lost or misplaced Share Certificate like Name, Address, Folio Number, and Share Certificate Number.

    Steps to be taken by Company

    The Company should take the following steps after loss or misplacement of Share Certificate:

    Once the information is received of the lost or misplaced Share Certificate, the Company should freeze the transfer for at least 30 days to prevent any fraudulent transfer or illegal proceeding of the transfer.

    After completing the procedure of Company Registration, the entity should guide the Shareholder for the Issue of Duplicate Share Certificate once the Shareholder’s identity is established.

    Read our article:Right Issue of Shares: Step by Step Procedure

    What are the Documents Required for the Issue of Duplicate Share Certificate?

    The Documents required for the Issue of Duplicate Share Certificate are as follows:

    Prepare an Indemnity Bond Agreement on Non-Judicial Stamp Paper.

    An affidavit is prepared on a Non-Judicial Stamp Paper of Rs.100.

    F.I.R should be filed with the police with full information on the lost Share Certificate. The details required of the Share Certificate are as follows:

    Name on the Share Certificate

    Folio Number on Share Certificate

    Share Certificate Number

    The Distinctive Number of Shares

    An advertisement should be published in the Newspaper about the fact of the lost Share Certificate.

    What is the procedure followed for Issue of Duplicate Share Certificate?

    The procedure followed for Issue of Duplicate Share Certificate is as follows: An application for the Issue of Duplicate Share Certificate will be made by the Shareholder with the required documents to the Company

    The application, when received by the Company, the process for the Issue of Duplicate Share Certificate, can be started.

    The Issue of Duplicate Certificate will be done with the consent of the Board of members of the Company.

    While giving the consent for the Issue of Duplicate Share Certificate, the Board should look into the following things:

    The fees should be taken as think to be fit by the Board, but the fees should not exceed Rupees 50 per Share certificate.

    The out of pocket expenses which occurred while investigating the evidence produced by the Shareholder should also be taken into consideration by the Board while Issue of Duplicate Share Certificate by the Company.

    The Board consent once received, the process for the Issue of Duplicate Share Certificate can be started.

    The Company will scrutinize all the documents and will Issue the Share Certificate.

    The Issue of Duplicate Share Certificate should be completed within 4 to 6 weeks.

    The Duplicate Share Certificate will be issued to Listed Company within 45 days from the date of submission of the documents to the Company.

    The Unlisted Company will be issued with the Duplicate Share certificate within 3 months from the date of submission of the documents to the Company.

    स्रोत : corpbiz.io

    Procedure for Issuance of Duplicate Share Certificate in case it is Lost

    It is obligatory on shareholder’s part to surrender old certificate in lieu of which a fresh or renewed certificate shall be issued by the company

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    COMPANIES ACT, 2013 PROCEDURE

    COMPANIES ACT, 2013 PROCEDURE PROCEDURE FOR ISSUANCE OF DUPLICATE SHARE CERTIFICATE IN CASE IT IS LOST OR MISPLACED

    Home Companies Act Procedures

    Aakanksha Singhal

    Aakanksha Singhal

    Published on: Sep 16, 2021 / Updated on: Sep 21, 2021

    ★★★★★(5 Rating) 3577

    Introduction

    “Share Certificate” attributes to a document that indicates the ownership of its beholder and is a prima facie evidence of the title of such individual pertaining to such shares. However, under the following situations, duplicate share certificate may be issued if such certificate is-

    vanished or ravaged

    defaced, mutilated or torn

    Mandatory Requirements

    Intimation by the shareholder for such defacing, mutilation or ravaging to the company.

    Letter of allotment or fractional coupons of requisite value to be surrendered to the company.

    Following Procedure is to be Followed

    Intimation to the Company [as per the Companies (Share Capital and Debentures) Rules, 2014]

    It is obligatory on shareholder’s part to surrender old certificate in lieu of which a fresh or renewed certificate shall be issued by the company in the event of the original share certificate being lost or misplaced.

    Intimation to the Stock Exchange [Regulation 39 (3) of SEBI (LODR) Regulations]

    Listed entity is to submit information w.r.t loss of share certificates and issue of duplicate certificates to the stock exchange within 02 days of its getting information.

    Publish General Notice in the Official Gazette [General Practice]

    Company/ RTA is required to publish a general notice in the Official gazette stating the information w.r.t to respective share certificates being misplaced.

    Convene a Meeting of Board of Directors [As per section 173 & SS-1 and Companies (Share Capital and Debentures) Rules, 2014]

    Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business

    Attach Agenda, Notes to Agenda and Draft Resolution with the Notice

    Hold a meeting of Board of Directors of the Company and pass the necessary Board Resolution

    to approve issuance of fresh or renewed Share Certificate in case of it being lost or misplaced

    to authorize the Director or Company Secretary to examine the evidences in lieu of the requests so received

    to authorize the Director or Company Secretary to sign and issue such Duplicate Share Certificate and to do such acts, deeds and things as may be necessary to give effect to the Board’s decision

    Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments [Refer the Procedure for Preparation and Signing of Minutes of Board Meeting]

    Furnishing of Testimonies by the Applicant [as per Companies (Share Capital and Debentures) Rules, 2014]

    Company shall call for the following prior to the issuance of Duplicate share certificate;

    Payment of such fees as Board thinks fit not exceeding Rs. 50/- per certificate

    Furnishing supporting evidence

    Indemnity bond and

    Payment of out-of-pocket expenses incurred by company in probing the evidence produced

    Issue of Duplicate Share Certificate and its Time frame [as per Companies (Share Capital and Debentures) Rules, 2014]

    “Duplicate issued in lieu of share certificate No……” shall be stated prominently on the face of share certificate and be recorded in the Register maintained for the purpose

    Word “Duplicate” shall be stamped or printed prominently on the face of such share certificate

    Duplicate share certificates shall be issued-

    within 03 months in case of unlisted companies and

    within 45 days in case of listed companies

    from submission date of complete documents with the company respectively.

    Listed entity shall issue duplicates or new certificates in case of loss or old decrepit or worn out certificates within 30 days from the date of such lodgement.

    Post Issue Compliance [as per Companies (Share Capital and Debentures) Rules, 2014]

    Detailed info of every share certificate shall be recorded forthwith in Register of Renewed and Duplicate Share Certificates maintained in Form No. SH.2 indicating

    Name(s) of the person(s) to whom certificate is issued

    Number and issue date of share certificate in lieu of which new certificate is issued

    Vital revisions cited in the Register of Members by suitable cross-references in the “Remarks” column

    Such register shall be clutched at company’s registered office or such other place as may deem fit and it shall be preserved permanently in the custody of company secretary or any other person authorized by the Board for the purpose

    All accounts recorded in the Register of Renewed and Duplicate Share Certificates shall be substantiated by company secretary or such other person as recognized by the Board to effect the sealing and signing of share certificate as per provisions of Rule 5 (3)

    स्रोत : www.lawrbit.com

    Issue of Duplicate Share Certificate by Private Limited Company

    Detailed procedure on Issue of duplicate share certificate by a private limited company in case the share certificate is lost or misplaced by the shareholder

    Posted in

    Company Law Issue of Duplicate share certificate Share Certificate

    Issue of Duplicate Share Certificate by Private Limited Company when Share Certificate is Lost or Misplaced

    Posted by By CS Shruti Bhide June 7, 2020

    Contents hide

    1 Introduction

    2 What is a duplicate share certificate?

    3 When a Duplicate Share Certificate is issued?

    4 How to apply for a duplicate share certificate in case it is lost or misplaced?

    4.1 Step by step procedure on Issue of Duplicate share certificate in case the share certificate is lost or misplaced:

    5 Is Public Notice in Newspaper for issuing duplicate share certificate(s) is mandatory for private limited companies?

    6 Who is authorised to issue a Duplicate Share certificate?

    7 Who shall sign a duplicate share certificate?

    8 Time Limit to Issue Duplicate certificate

    9 Share Certificate Number in case of Duplicate Share Certificate

    10 What should be the Date on Duplicate share certificate

    11 Whether stamp duty is applicable on duplicate share certificate?

    12 Penalty for Intention to Defraud

    Introduction

    Most of the private limited companies are closely held with the limited number of members, or sometimes having only family members as shareholders of the company and therefore the company prefers to issue share certificates in physical form. A share certificate is a legal document that certifies the legal ownership of a specific number of shares held in a company. What if this share certificate is lost or misplaced? Does the Companies Act, 2013 provide for the issue of duplicate share certificates?

    Well, Section 46(2) of the Companies Act, 2013 read with Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014 provides the procedure for issuing duplicate share certificates to a shareholder in case his share certificate(s) is lost or misplaced.

    In this article, we will analyse the procedure to be followed for issue of duplicate share certificates by a private limited company and what steps a shareholder must take in case his share certificate(s) is lost or misplaced.

    What is a duplicate share certificate?

    A duplicate share certificate means a certificate issued in lieu of original share certificate when such original share certificate is reported to be lost by a member along with proper evidence or is surrendered to the company if the same is defaced, mutilated or torn out.

    When a Duplicate Share Certificate is issued?

    As per Section 46(2), a duplicate share certificate can be issued if the same is

    Proved to have been lost or destroyed or

    Has been defaced, mutilated or torn out and is surrendered to the company.

    Here we are considering the first case i.e. issue of duplicate share certificate when such certificate is Proved to have been lost or destroyed.

    How to apply for a duplicate share certificate in case it is lost or misplaced?

    Unless Articles of Associate of the Company provides any procedure for application and issue of duplicate share certificate, the company shall issue duplicate share certificate as per the provisions of Section 46(2) read with Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014.

    Legal Provision: As per Rule 6(2)(a) to (c) of the Companies (Share Capital and Debentures) Rules, 2014, The duplicate share certificate shall be not issued in lieu of those that are lost or destroyed, without the prior consent of the Board and without payment of such fees as the Board thinks fit, not exceeding rupees fifty per certificate and on such reasonable terms, such as furnishing supporting evidence and indemnity and the payment of out-of-pocket expenses incurred by the company in investigating the evidence produced.

    Step by step procedure on Issue of Duplicate share certificate in case the share certificate is lost or misplaced:

    Step 1: Shareholder must inform immediately to the company regarding misplaced or lost share certificate

    The shareholder should communicate immediately to the company that the share certificate is lost or is misplaced. Such communication shall either be in the form of a letter or by an email. The shareholder shall provide details of lost share certificate such as, name on the share certificate, share certificate number, number of shares, folio number etc. to the company.

    Step 2: Company shall inform the shareholder regarding detailed procedure

    Upon receipt of communication from the shareholder regarding the lost or misplaced certificate, the company shall inform detailed procedure and guide him on the information and documents required for issuing a duplicate share certificate.

    If the Articles of Association of the company provide the procedure to be followed, then due care must be taken to comply the same.

    Step 3: The shareholder is required to take the following steps

    Lodge a complaint with the Police Station regarding misplaced or lost share certificate(s) specifying the details such as share certificate no(s), shareholder name, distinctive no(s) and no. of lost shares.

    Prepare an Indemnity Bond on non-judicial stamp paper of Rs. 500 and

    स्रोत : companykayda.com

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