Share certificate: meaning, timelines and duplicate issue
A share certificate is the document a company issues as evidence of share ownership. It must be issued within two months of allotment under section 56.
Short answer
A share certificate is a document issued by a company, under its seal if any, specifying the shares held by a member. Under section 46 of the Companies Act, 2013 it is prima facie evidence of the holder's title to the shares. It must be issued within two months of allotment.
- Governed by
- Section 46 and section 56(4)
- Issue timeline
- 2 months of incorporation or allotment; 1 month of transfer
- Signed by
- Two directors, or a director and the company secretary
- Duplicate
- Recorded in Form SH-2 register
What a share certificate contains
Rule 5 of the Share Capital and Debentures Rules, 2014 prescribes the format, Form SH-1. A certificate states the company's name and CIN, the holder's name, the number and class of shares, distinctive numbers, the amount paid up, and the certificate number. It is signed by two directors, or by a director and the company secretary where one is appointed, and stamped according to the state stamp law. Every certificate issued must be recorded in the register of members and the register of certificates.
Lost or damaged certificates
If a certificate is lost, destroyed or defaced, the holder can apply for a duplicate. The company issues it after the holder furnishes the documents and indemnity required by the articles, typically within three months for a lost certificate. Duplicates are recorded in the register of renewed and duplicate share certificates in Form SH-2. Issuing a duplicate with intent to defraud is a serious offence under section 46.
Why it matters for startups
Founders often skip issuing certificates after incorporation, which surfaces as a compliance gap during the first funding round. Issue certificates on time, pay stamp duty, and keep copies with the registers. Where the company is required to hold shares in demat form, credit to the demat account replaces the physical certificate, but the obligation to update records remains.
Related services
Sources
Written by the Refogo Editorial Team from the official sources above and checked on 2026-10-31. Laws, rates and due dates change, and authorities often extend deadlines, so confirm your own case with a qualified professional. This is general information, not legal or tax advice. Read our editorial policy or report an error to support@refogo.com.
Common questions
Is a share certificate mandatory for a private company?
Yes, for shares held in physical form. Where shares are in demat form, the depository record serves as evidence instead.
Is stamp duty payable on share certificates?
Yes. Stamp duty on the issue of share certificates is payable under the applicable state stamp law.
What is the penalty for not issuing share certificates on time?
The company and officers in default are liable to penalties under section 56(6).