## Share Certificates – Section 46
### 1. Issue of Original Share Certificate
Share certificates are issued on surrender of the letter of allotment (except where issue is under letter of acceptance/renunciation — rights shares — or bonus shares), pursuant to a Board resolution.
Form SH-1 is used and shall specify:
- Name(s) of persons in whose favour the certificate is issued;
- Shares to which it relates; and
- Amount paid-up thereon.
### Prima Facie Evidence
The share certificate is prima facie evidence of title of the holder. (Where shares are held in depository form, the record of the depository is prima facie evidence.) The certificate must be:
- Under the common seal of the company; or
- Signed by a director and the CS (if a CS is appointed); or
- Signed by two directors — at least one of whom must be other than MD / WTD if the Board's composition permits.
### Custody
Blank share certificate forms are printed after a Board resolution and kept in the custody of the CS or a person authorised by the Board.
### Joint Holding
Where shares are held jointly by more than one person, the company issues only one share certificate; delivery to any one of them = delivery to all.
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### 2. Renewed / Duplicate Share Certificate
(a) Defaced, Mutilated or Torn: Issue a Renewed Certificate on surrender of the original.
- Surrendered certificate is immediately defaced by stamping/printing "Cancelled".
- Destroyed after expiry of 3 years from surrender, after Board resolution, in the presence of a person appointed by the Board.
(b) Lost or Destroyed: Issue a Duplicate Certificate (if the Board consents).
- Listed company: within 45 days of submission of documents.
- Unlisted company: within 3 months of submission of documents.
### Fee
Company may charge a fee as the Board thinks fit, subject to a maximum of ₹ 50 per certificate.
### Special Cases
In case of merger, demerger, reconstitution or sub-division/consolidation of shares, the company may replace all existing certificates without surrender of old certificates.
### Register of Renewed & Duplicate Certificates
- Maintained in Form SH-2 at the registered office or where the Register of Members is kept.
- Preserved permanently in the custody of CS or a person authorised by the Board.
- All entries authenticated by CS or authorised person.
- All other books pertaining to share certificate records: preserved for at least 30 years (preserved permanently in case of any dispute).
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### 3. Punishment for Issuing Duplicate Certificate with Intent to Defraud
| Person | Punishment |
|---|---|
| Officer in default | Liable under Section 447 (fraud) |
| Company | Minimum fine: 5 × face value of shares involved; Maximum fine: Higher of (a) 10 × face value of shares OR (b) ₹ 10 crore |