Board Resolution for Duplicate Share Certificate — Format
A ready board resolution for the issue of a duplicate share certificate under Section 46 of the Companies Act, 2013 and Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014. Download the editable Word file or the fillable PDF.
Sample resolution
How a duplicate certificate is issued
When a shareholder reports that a share certificate has been lost, misplaced or destroyed, the company may issue a duplicate under Section 46, on receipt of an indemnity bond, an affidavit and, where required, a copy of the FIR or a newspaper advertisement. The duplicate must be marked “Duplicate” on its face, recorded in the Register of Renewed and Duplicate Share Certificates, and signed by the authorised signatories. For an unlisted company the duplicate is issued within three months of the application.
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Duplicate Share Certificate – FAQs
Under what provision is a duplicate share certificate issued?
Under Section 46 of the Companies Act, 2013 and Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014, on a board resolution.
What documents does the shareholder provide?
An indemnity bond and an affidavit, and where required a copy of the FIR or a newspaper advertisement for the lost certificate.
Must the duplicate be marked?
Yes, the word “Duplicate” must be stamped or printed prominently on the face of the certificate, and it is entered in the Register of Renewed and Duplicate Share Certificates.
How long does an unlisted company have to issue it?
A duplicate certificate is issued within three months of the application in the case of an unlisted company.
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Format current as of July 2026. General information only, not legal advice.