# Share Certificate (Section 46)
A share certificate is the document of title that evidences ownership of shares. It is governed by Section 46 read with relevant rules of the Companies (Share Capital and Debentures) Rules, 2014.
## 1. Physical Share Certificate (Non-Demat)
Under Section 46(1), every share certificate must be:
- Distinctively numbered, and
- Issued under:
- The common seal of the company (if it has one), OR
- Signed by 2 directors, OR
- One director and the Company Secretary (if a CS is appointed).
Composition Rule: If the Board permits, at least one of the two directors signing shall be a person other than the MD or Whole-Time Director.
Signatures via Facsimile: A director is deemed to have signed if a facsimile (engraving, lithography, digital) is affixed — NOT a rubber stamp. The director is personally responsible for authorising and securing the equipment used.
## 2. Duplicate Share Certificate
### When Issued
- Original certificate is lost or destroyed, OR
- Original is defaced, mutilated, or torn — must be surrendered.
### Fees
Up to ₹50 per certificate (as decided by Board).
### Disclosure on Duplicate
- Print "DUPLICATE" prominently.
- Mention "duplicate issued in lieu of share certificate No....".
### Time Limit for Issue
| Type of Company | Time Limit |
|---|---|
| Unlisted | 3 months |
| Listed | 45 days |
### Record Keeping
- Recorded in Form SH-2, with cross-reference to Register of Members.
- Kept at registered office or wherever the Register of Members is kept.
## 3. Demat Shares
- No physical share certificate is issued.
- The depository records are prima facie evidence of ownership.
## 4. Manner of Issuing Certificates
### Prerequisites
- Surrender of letter of allotment / fractional coupons.
- Certificate must be in Form SH-1, specifying:
- Name(s) of shareholder(s)
- Number of shares
- Amount paid-up
## 5. Maintenance of Records (Form SH-1)
- Blank forms must be machine-numbered and printed under Board resolution.
- Custody with CS or authorised person.
- Records preserved for at least 30 years, permanently if dispute exists.
- Surrendered certificates: stamped "cancelled", can be destroyed after 3 years with Board Resolution in presence of authorised person.
## 6. Punishment for Fraudulent Duplicate Certificates
### Company
- Minimum Fine = 5 × face value of shares involved
- Maximum Fine = 10 × face value OR ₹10 Crore, whichever is HIGHER
### Officers in Default
- Liable for fraud under Section 447.
## Memory Map
```
SHARE CERTIFICATE (Sec 46)
├── Physical → Signed by 2 directors or 1 director + CS
├── Duplicate → Lost/Defaced → Unlisted: 3 months | Listed: 45 days
├── Demat → Depository record = title
└── Fraud → Fine: 5x to 10x FV or ₹10Cr (higher); Officers u/s 447
```