Duplicate Share Certificate: What to Do When Your Physical Share Papers Go Missing

You are clearing out a parent’s cupboard and find a dividend warrant from a company you recognise, but the share certificate that should sit with it is nowhere. Or the papers were in a trunk that got wet in a flood. Either way, the question is the same: how do you get a duplicate share certificate when the original is lost? The short answer is that you no longer get a new piece of paper at all. You get your shares back in demat form, and the paperwork you need depends mostly on how much the holding is worth on the day you apply.

SEBI rewrote that paperwork in December 2025, so a lot of advice floating around (FIR for everything, newspaper ads you place yourself, notarised bonds for tiny holdings) is out of date. Let us walk through the current process, using SEBI’s own circular and FAQ as the reference points.

Why a duplicate share certificate now comes as a demat credit

Two older changes shape everything here. First, SEBI’s investor FAQ for RTAs says physical transfer of securities stopped from April 1, 2019; transfers are processed only for shares held in demat form. Second, the same FAQ notes that from January 24, 2022, investor service requests are completed in demat mode only. Issue of duplicate certificates is on that list.

So when the company’s registrar and share transfer agent (RTA) approves your claim, it does not print a fresh certificate. The FAQ says duplicate certificates are issued only by way of a Letter of Confirmation, as laid down in SEBI’s Master Circular for RTAs dated June 23, 2025. Think of the Letter of Confirmation as a ticket that lets your depository participant (DP) create the demat credit.

If you are not sure who the RTA is or what they do, our explainer on the share transfer agent role covers it. The short version: the RTA keeps the register of members, so it is the RTA, not your broker, that handles a lost-certificate claim.

The value test: three slabs that decide your documents

SEBI’s circular dated December 24, 2025 (reference HO/38/13/11(3)2025-MIRSD-POD/I/1102/2025) replaced paras 22.1.1 to 22.1.4 of the RTA master circular. It did three things that matter to an investor:

• It raised the threshold for simplified documentation from ₹5 lakh to ₹10 lakh.
• It prescribed one standard Affidavit-cum-Indemnity format, instead of each RTA using its own wording.
• It dropped notarisation for holdings worth up to ₹10,000.

The value is taken as on the date you submit the application with complete documents. That gives three slabs.

Up to ₹10,000

You submit an undertaking in the SEBI format on plain paper. No stamp paper, no notary.

Above ₹10,000 and up to ₹10 lakh

You submit the Affidavit-cum-Indemnity bond in the prescribed format on non-judicial stamp paper of the value set by the Stamp Act of the state where you live. The circular adds a detail people miss: the stamp value is the higher of what your state prescribes for an affidavit and for an indemnity, taken individually, not the two added together. SEBI’s published format also says this bond is to be executed before a public notary once the value crosses ₹10,000.

Above ₹10 lakh

Everything in the middle slab, plus a copy of one of these: an FIR (an e-FIR counts), a police complaint, a court injunction order, or a copy of the plaint where the suit has been accepted and given a suit number. Whichever you file must carry the security details, folio number, distinctive number range and certificate numbers. On top of that, the listed company itself publishes a loss-of-securities advertisement in a widely circulated newspaper in the region of its registered office. The company may charge you a minimal fee for that ad.

The rupee value of your holding on the day you apply, not the number of shares or how old the certificate is, decides whether you need a plain-paper undertaking, a notarised bond or a police report.

Worked examples: which slab are you in?

These are hypothetical holdings, chosen only to show how the slabs work. Use the actual market price on your application date.

Look at the middle row for a second. Before December 2025, a holding worth ₹9.2 lakh sat above the old ₹5 lakh line, which meant the heavier route. Under the current rules it stays in the simplified slab. That is the practical gain from the threshold change: a large number of family holdings bought decades ago at small sums, now worth a few lakh, no longer need a police visit.

Now take a borderline case. Suppose a holding of 820 shares is worth ₹1,215 each when you start gathering documents, which is ₹9,96,300. By the time the stamp paper and notary are sorted, the price is ₹1,240, taking the value to ₹10,16,800. The circular pegs the value to the date of submitting the application with complete documentation, so it is the second figure that counts. If your holding is hovering near ₹10 lakh, we would simply check the price again on the day you hand in the file, and keep a screenshot of the closing price for your own records.

A third point on these examples: value is per application, as the company and RTA see it. If you hold certificates of two different companies, each claim goes to that company’s RTA and is judged on its own value.

What the Affidavit-cum-Indemnity actually says

It helps to read the SEBI Affidavit-cum-Indemnity format before signing, because you are making sworn statements. In plain terms, every holder declares that:

1. They hold the listed securities under a stated folio, with the certificate numbers and distinctive number range filled in.
2. The shares were acquired for valuable consideration, whether through a public issue, a rights issue, a market purchase or inheritance, and in which year.
3. The original certificates have been misplaced and could not be found despite a diligent search.
4. The shares have not been sold, pledged or given as security to anyone.
5. If the originals ever turn up, they will not deal in them in any way (no transfer, no demat, no pledge) and will promptly surrender them to the RTA or company for cancellation.
6. They indemnify the company or RTA against losses, claims and costs arising from issuing the duplicates.

The format also warns that if a holder finds the originals and deals in them instead of surrendering them, the company can pursue civil or criminal proceedings. So if you are not sure the papers are really gone, search properly first. Old bank lockers, a family solicitor’s file and the folder where the dividend warrants were kept are the usual hiding spots.

Joint holdings need every joint holder to sign. If one of the holders has died, you are looking at a transmission case as well, and our guide on transmission of shares explains that part.

The bond is a promise as much as a form: if the original certificate ever resurfaces, it goes back to the RTA for cancellation, never to a buyer or a DP.

Step by step: from lost papers to shares in your demat account

1. Pin down the folio and certificate details

The bond asks for folio number, certificate numbers and the distinctive number range. If you have an old dividend warrant, annual report mailer or allotment letter, it usually shows the folio. With the folio and your name, the RTA can tell you the certificate details on record. For a holding above ₹10 lakh, you will need these details anyway, because the FIR or court document must carry them.

2. Open a demat account if you do not have one

Since the result is a demat credit, you need an account whose name and details match the RTA’s records. A mismatch here is the most common reason for later delays. Our walkthrough on how to convert physical shares to demat covers name mismatches in detail.

3. Prepare documents for your slab and submit to the RTA

For the paperwork list and the request form itself, SEBI’s FAQ points investors to its circular of May 25, 2022 on issuance of duplicate securities, now read with the December 2025 changes. The SEBI FAQ also says that for most service requests investors need only self-attested documents, and RTAs cannot insist on affidavits or notarisation, with transmission and duplicate shares as the stated exceptions. That is why the bond exists here and not elsewhere.

4. Wait for the Letter of Confirmation

The FAQ’s service-standard table lists 30 days for duplicate and replacement securities, and says the RTA issues the Letter of Confirmation within 30 days of receiving the request, by speed post, optionally also by email with an e-sign or digital signature. For holdings above ₹10 lakh, the circular says the processing clock starts from the later of two dates: when you submitted complete documents, or when the company published the newspaper notice.

5. Take the letter to your DP within 120 days

The Letter of Confirmation is valid for 120 days from issue. Within that window you give your DP a demat request with the original letter (or the e-signed email copy). The DP generates the request and sends it to the company or RTA, which then credits the shares.

6. If you miss the 120 days

The shares do not vanish. The FAQ says the RTA or company credits them to the company’s Suspense Escrow Demat Account. To get them out, you submit Form ISR-4 with the client master list of your demat account, and the details in that list must match the RTA’s records. It is extra work, so diarise the deadline the day the letter arrives.

A quick timeline using hypothetical dates

Say a mid-slab investor hands complete documents to the RTA on February 2. Under the 30-day standard, the Letter of Confirmation should be issued by around March 4. If it is issued on March 1, the 120-day window to lodge it with the DP runs to roughly June 29. Miss that, and the shares sit in the suspense escrow account until an ISR-4 claim is made.

For a holding above ₹10 lakh, add the newspaper step. If documents go in on February 2 but the company’s advertisement appears on February 16, the 30-day clock runs from February 16, since that is the later date.

Common mistakes we keep seeing

• Filing an FIR when you do not need one. Below ₹10 lakh, the circular does not ask for a police document. Spending a week at the police station for a ₹3 lakh holding is wasted effort.
• Placing your own newspaper ad. For large holdings, the circular puts the ad on the listed company, which may recover a minimal fee from you. Check with the RTA before booking anything yourself.
• Using an old bond format. SEBI has standardised the wording. The circular says that if you had already filed documents before the change, the RTA should not make you resubmit them in the new format, and that the simplified rules apply to requests already in process.
• Letting the Letter of Confirmation lapse. The 120-day limit is the step people forget, often because the letter lands at an old address.
• Treating a found original as a spare. If the original shows up after duplicates are issued, the only correct move under the bond is to surrender it for cancellation.

When the RTA sits on your request

The SEBI FAQ says that if an RTA does not process or delays a service request, you can file a complaint on SCORES or start proceedings through SMART ODR, the online dispute resolution route. Our guide to the SMART ODR portal explains how that escalation works. Keep copies of everything you submitted and the acknowledgement date, because the service timelines run from that date.

Where this fits in the bigger picture

A lost certificate feels like a dead end, but under the current SEBI process it is mostly a paperwork exercise with a clear end point: shares credited to your demat account. The December 2025 changes lowered the bar for most retail cases, while keeping the FIR and newspaper safeguards for larger holdings where the fraud risk is real. If you are still getting the hang of how listed shares, allotments and demat holdings fit together, our pillar guide on IPO investing in India is a useful starting point.

For the primary texts, read SEBI’s December 24, 2025 circular on duplicate certificates and the SEBI FAQ on RTA services. Both are short, and both are what the RTA will follow.

Disclaimer: This article is for general information and education only and is not investment, legal or tax advice. Rules and procedures can change; confirm current requirements with the company’s RTA, your depository participant or a qualified professional before acting.