Losing a share certificate or finding it damaged can be stressful, especially if it represents your valuable investments in a listed company. However, the process to get a duplicate share certificate is well-defined and investor-friendly. This article will explain the issue of duplicate share certificate by listed company, the legal provisions, your rights as an investor, and related procedures like affidavit for name change in share certificate and procedure for dematerialisation of shares.

What is a Share Certificate?

A share certificate is a physical document that proves you own shares in a company. It contains key information like your name, number of shares, certificate number, folio number, and the company's seal. Many companies now use demat (dematerialised) shares, but some investors still hold physical certificates.

What is a Duplicate Share Certificate?

A duplicate share certificate is a new certificate issued by the company when the original one is:

• Lost
• Stolen
• Mutilated or torn
• Destroyed by accident (fire, flood, etc.)

Listed companies must follow certain procedures before issuing a duplicate to ensure safety and prevent fraud.

Legal Provisions for Issuing Duplicate Share Certificates

Listed companies must follow the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and guidelines by NSDL/CDSL (for demat shares). Key legal points include:

1. Section 46 of Companies Act, 2013: Allows companies to issue duplicate certificates on reasonable proof of loss.
2. Rule 6 of Companies (Share Capital and Debentures) Rules, 2014: Details the process.
3. SEBI Circulars: Provide uniform procedures and timelines for processing investor requests.

Companies must also inform the stock exchange when they issue duplicate certificates.

Procedure for Issue of Duplicate Share Certificate by Listed Company

If your share certificate is lost or damaged, follow these steps:

1. Inform the Company Immediately

Write a letter or email to the company’s Registrar and Transfer Agent (RTA) explaining the loss or damage. Mention your folio number, certificate number, and name.

2. File an FIR

Visit the local police station and file an FIR (First Information Report) stating the loss of the certificate. Attach a copy with your application.

3. Submit Required Documents

Send the following documents to the company or its RTA:

• A signed application letter
• Copy of the FIR
• Affidavit on a non-judicial stamp paper (usually ₹10 or ₹20) stating the loss and confirming your ownership
• Indemnity Bond (promising to compensate the company in case of misuse)
• Identity and address proof (like PAN and Aadhaar)
• Shareholder's passport-size photo
• Newspaper advertisement (if required by the company)

4. Company Verification

The company will verify your details, check for any fraud, and ensure your name is still on the register of members.

5. Issuance of Duplicate Certificate

After verification, the company will issue a duplicate share certificate in your name. This usually takes 30 to 45 days.

Affidavit for Name Change in Share Certificate

If you have changed your name (due to marriage, legal name change, etc.), and the name on the share certificate is old, you need to update it and issue an Affidavit for name change in share certificate by following the below procedure.

Steps to Follow:

1. Prepare an Affidavit: On stamp paper, declare your old name, new name, reason for change, and request for name correction in the share records.
2. Gazette Notification: Provide a copy of the name change notification published in the official gazette.
3. Submit Documents: Along with the affidavit, send:
• Copy of PAN with new name
• Marriage certificate (if applicable)
• A request letter for name change
• Original share certificate
4. Company’s Approval: After checking your documents, the company will update your name and issue a corrected certificate (or credit in demat if you’ve converted).

Procedure for Dematerialisation of Shares

If you still hold physical share certificates, it's advisable to dematerialise them. Dematerialisation is the process of converting physical shares into electronic form through a Depository Participant (DP) like Zerodha, ICICI Direct, HDFC Securities, etc.

Steps for Dematerialisation:

1. Open a Demat Account with a DP.
2. Fill the Dematerialisation Request Form (DRF) and submit it along with your original share certificate.
3. The DP will send your documents to the RTA.
4. After verification, the company will credit the shares to your demat account.

Once dematerialised, there's no risk of loss, theft, or damage, and it's easier to trade or transfer shares.

Investor Rights

As a shareholder of a listed company, you have the right to:

• Receive a duplicate certificate if the original is lost or damaged
• Be treated fairly and promptly during the process
• Receive updates on the status of your request
• File a complaint with SEBI SCORES if the company delays or rejects your request without valid reason

Tips for Investors

• Keep your physical share certificates in a safe place.
• Take scanned copies for records.
• Prefer holding shares in demat form for better security.
• Update your contact details and KYC with the company or RTA regularly.

Conclusion

The issue of duplicate share certificate by listed company is a legally supported and investor-friendly process, though it requires proper documentation and a bit of patience. Whether your certificate is lost, your name has changed, or you wish to convert physical shares to demat, the law is on your side. By understanding the steps and your rights, you can protect your investments and ensure smooth ownership records.