What to Do When You Lose Physical Share Certificates in India
Losing physical share certificates can stall your investments, block dividend claims, and delay converting old paper shares into a modern Demat account. Under Section 46 of the Companies Act, 2013, read with Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014, listed and unlisted companies must issue duplicate share certificates if the originals are proved lost, torn, or destroyed. To obtain duplicates, you must provide documented proof: an FIR or police acknowledgment, a formal affidavit declaring the loss, an indemnity bond, and in many cases, a public newspaper notice.
With SEBI mandating that physical shares must be dematerialized to be traded, recovering lost share folios has become an urgent task for thousands of legacy investors and their legal heirs.
The 5-Step Process to Get Duplicate Share Certificates
1. Notify the Company and Registrar (RTA)
Immediately email and post a written letter to the Registrar and Transfer Agent (RTA) handling the company's shares (such as KFintech, Link Intime, or Bigshare Services). Mention your folio number, the registered shareholder's name, distinct numbers, and certificate numbers if available. Request a 'Stop Transfer' on those folios to prevent fraudulent transactions.
2. File an FIR or Police Non-Cognizable Report (NCR)
Approach the local police station in the jurisdiction where the loss occurred. File an FIR or a Non-Cognizable Complaint detailing the loss of share certificates. Ensure the complaint clearly records:
- Name of the company
- Folio number
- Number of shares lost
- Certificate numbers and distinct numbers (if known)
3. Execute an Affidavit of Loss
The company or RTA requires a sworn statement on non-judicial stamp paper stating that the original certificates are genuinely lost, have not been sold, pledged, or transferred, and that you remain the lawful owner. This affidavit must be attested by a Notary Public or an Executive Magistrate.
4. Sign an Indemnity Bond and Surety Verification
Along with the affidavit, you must submit an Indemnity Bond (usually executed on stamp paper of appropriate value as per your state's Stamp Act). The bond protects the company against any financial liability or third-party claims if the original certificates surface later. Many companies also require one or two sureties with verifiable income tax returns.
5. Publish a Public Notice (If Required)
If the market value of the lost shares exceeds the threshold set by the company (commonly ₹2,00,000 or ₹5,00,000), SEBI guidelines mandate publishing a public notice in at least two newspapers (one English national daily and one regional vernacular daily). If no claims arise within 15 to 30 days, the RTA proceeds with issuing a Letter of Confirmation to credit the shares directly to your Demat account.
Key Details to Include in Your Loss of Document Affidavit
A poorly drafted affidavit is the most frequent reason RTAs reject duplicate share requests. Make sure your document contains these essential clauses:
- Deponent Details: Full name, age, permanent address, and PAN of the registered shareholder.
- Share Particulars: Exact name of the issuing company, registered folio number, distinct numbers, certificate numbers, and face value.
- Declaration of Custody and Loss: A clear statement explaining when and how the shares went missing (e.g., during house relocation or misplacement from storage).
- Non-Encumbrance Affirmation: A confirmation that the shares were never sold, mortgaged, pledged, or assigned to any bank, broker, or individual.
- Undertaking to Surrender: A commitment to immediately return the original certificates to the company if recovered in the future.
Stamp Duty and Notarization Rules
The affidavit for lost share certificates must be drafted on non-judicial stamp paper. The stamp duty varies across states—typically ₹50 or ₹100 in Maharashtra, Karnataka, and Delhi, and up to ₹200 in certain other jurisdictions. Affix the applicable notarial stamp and ensure the Notary signs and dates across the revenue stamp or seal.
Frequently Asked Questions
Can legal heirs apply for duplicate shares if the registered holder is deceased?
Yes. If the original shareholder has passed away, legal heirs must initiate a joint process of transmission and duplicate issuance. This requires a succession certificate, probate of will, or legal heir certificate alongside the loss affidavit, indemnity bond, and death certificate.
How long does an RTA take to process duplicate shares?
Once all verified documents—including the FIR, affidavit, indemnity bond, and proof of newspaper publication—are submitted, the RTA typically takes 30 to 45 business days to issue a Letter of Confirmation under SEBI's current simplified framework.
Are duplicate physical certificates still printed?
No. Under SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8, RTAs no longer issue physical paper certificates. Instead, they issue a 'Letter of Confirmation' (Form ISR-4), which you submit to your Depository Participant (DP) within 120 days to credit the shares straight into your Demat account.
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