# Renewed & Duplicate Share Certificates
Section 46(2) read with Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014
## A. Renewed Share Certificate
When issued? Where the originally issued share certificate has been defaced, mutilated or torn.
Procedure: A renewed certificate is issued in lieu of surrender of the original certificate to the company.
### Special rules
1. A company may replace all existing certificates by new certificates upon sub-division, consolidation, merger, demerger or reconstitution — without requiring old certificates to be surrendered (because they may not be physically available in the right denomination).
2. The renewed certificate must state: "Issued in lieu of share certificate No.... sub-divided / replaced / on consolidation".
3. Fee — as Board thinks fit, not exceeding ₹50 per certificate. No fee where issue is pursuant to a scheme of arrangement sanctioned by High Court, Central Government or Tribunal.
## B. Duplicate Share Certificate
When issued? Where the original certificate has been lost or destroyed.
Procedure: Issued only with the consent of the Board, based upon evidences (FIR, indemnity bond, etc.) produced by the applicant.
### Special rules
1. Fee — as Board thinks fit, not exceeding ₹50 per certificate.
2. The duplicate must prominently state: "Duplicate issued in lieu of share certificate No...." and the word "DUPLICATE" must be stamped or printed prominently on its face.
3. Timeline for issue:
- Unlisted companies: within 3 months from the date of submission of complete documents.
- Listed companies: within 15 days from the date of submission of complete documents.
## C. Register of Renewed and Duplicate Certificates (Form SH-2)
- Particulars of every renewed/duplicate certificate to be entered in Form SH-2.
- Maintained at the registered office or any other place where the Register of Members is kept.
- Custody with the Company Secretary or such other person as may be authorised by the Board.
- Entries must be authenticated by the CS or such authorised person.
## D. Maintenance of share certificate forms (Rule 7)
1. Blank forms must be printed only on Board authority, and must be consecutively machine-numbered.
2. Custody with the CS or such authorised person.
3. Books relating to share certificates must be preserved in good order for at least 30 years; in disputed cases — permanently.
4. Surrendered certificates must immediately be defaced by stamping/printing the word "CANCELLED" in bold letters, and may be destroyed after 3 years from surrender — under Board resolution and in presence of a Board-appointed person.
## E. Punishment for fraudulent duplicate certificate [Section 46(5)]
If a company issues a duplicate certificate with intent to defraud:
| Liable Party | Minimum Fine | Maximum Fine |
|---|---|---|
| Company | 5 times the face value of shares involved | Higher of: 10 times face value of such shares OR ₹10 crores |
| Every officer in default | — | Liable for action under Section 447 (fraud) |
## Quick comparison: Renewed vs Duplicate
| Aspect | Renewed | Duplicate |
|---|---|---|
| Trigger | Defaced/mutilated/torn | Lost/destroyed |
| Original required? | Yes (surrender) | No (lost) |
| Mark on certificate | "Issued in lieu of..." | "DUPLICATE" stamped prominently |
| Board consent | Implied | Express consent required |
| Fee | Max ₹50 (nil for court schemes) | Max ₹50 |
| Timeline | — | Listed: 15 days; Unlisted: 3 months |