Governed by Section 46(2) read with Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014.
## 1. Renewed Certificate
Issued when the original certificate has been defaced, mutilated, or torn, in lieu of surrender of the original.
Key Points:
A company may replace all existing certificates by new ones upon sub-division, consolidation, merger, demerger, or reconstitution — without requiring surrender of old certificates.
The renewed certificate must state: "Issued in lieu of share certificate No.... sub-divided / replaced / on consolidation".
Company may charge a fee as the Board thinks fit, not exceeding ₹50 per certificate.
No fee if the issue is pursuant to a scheme of arrangement sanctioned by High Court, Central Government, or Tribunal.
## 2. Duplicate Certificate
Issued when the original certificate has been lost or destroyed, with Board's consent based on evidences produced.
Key Points:
Company may charge fees as the Board thinks fit, not exceeding ₹50 per certificate.
On the face of the duplicate, prominently state: "Duplicate issued in lieu of share certificate No...." and the word "DUPLICATE" must be stamped or printed prominently.
Time limit to issue:
Unlisted companies: within 3 months from date of submission of complete documents.
Listed companies: within 15 days from date of submission of complete documents.
## 3. Record of Renewed & Duplicate Certificates
Particulars to be maintained in Form SH-2 (Register of Renewed and Duplicate Share Certificates).
Kept at the Registered Office or any other place where the Register of Members is kept.
Custody with Company Secretary or person authorised by the Board.
All entries to be authenticated by the CS or the Board-authorised person.
## 4. Punishment for Fraudulent Duplicate — Section 46(5)
Where a company with intent to defraud issues a duplicate certificate of shares:
Liable
Minimum Fine
Maximum Fine
Company
5 times the face value of shares involved
Higher of: 10 times the face value of shares OR ₹10 crores
Every officer in default
—
Liable for action under Section 447 (fraud)
Section 447 prescribes imprisonment and fine for fraud.
Worked example
### Example 1
Example 1: Mr. Ravi loses his share certificate of 500 shares in Listed Co. Ltd. He submits complete documentation on 1st April. By which date must the company issue the duplicate?
Answer: Being a listed company, the duplicate must be issued within 15 days of submission — i.e., by 16th April.
### Example 2
Example 2: XYZ Ltd. (unlisted) issues a renewed certificate pursuant to a scheme of demerger sanctioned by NCLT. Can it charge ₹50 per certificate as fees?
Answer: No. No fee is payable when issue is pursuant to a scheme of arrangement sanctioned by High Court / Central Government / Tribunal.
### Example 3
Example 3: ABC Ltd. fraudulently issues duplicate certificates for 1,000 shares of ₹100 face value each. What is the maximum fine?
Answer: Face value involved = 1,000 × ₹100 = ₹1,00,000. Maximum fine = higher of (10 × ₹1,00,000 = ₹10,00,000) or ₹10 crores = ₹10 crores. Officers in default also face action under Section 447.
⚠️ Common exam mistakes
Confusing time limits: 15 days for listed, 3 months for unlisted — not vice versa.
Forgetting that the fee cap is ₹50 per certificate (not per share).
Believing surrender of the old certificate is needed for reissue on consolidation/sub-division/merger — it is not required.
Calculating maximum fine as only "10 times face value" — the cap is the higher of 10× face value or ₹10 crores.
Forgetting that the word "DUPLICATE" must be prominently stamped/printed on duplicate certificates.
Bare-Act text Section 46(2) & 46(5); Rule 6 · Companies Act, 2013 · click to expand
Section 46(2): A duplicate certificate of shares may be issued, if such certificate is proved to have been lost or destroyed, or has been defaced, mutilated or torn and is surrendered to the company. Section 46(5): If a company with intent to defraud issues a duplicate certificate of shares, the company shall be punishable with fine which shall not be less than five times the face value of the shares involved in the issue of the duplicate certificate but which may extend to ten times the face value of such shares or rupees ten crores whichever is higher and every officer of the company who is in default shall be liable for action under section 447.