Board resolution for duplicate share certificate
A board resolution for a duplicate share certificate approves issuing a duplicate to a member whose certificate is lost, defaced or destroyed, on the terms rule 6 of the Companies (Share Capital and Debentures) Rules 2014 prescribes, such as an indemnity and the prescribed fee, and directs the entries in the register of renewed and duplicate certificates.
Last updated: 27 August 2026
Doing this for a client?
OnCompliance drafts this resolution on the company’s letterhead, details filled from the client’s record, records it in the minutes, and files it in the client’s folder — with the notice, minutes and 21 other board documents made the same way.
Fill it in, edit it, download it
The details you type fill the document as you go. Click into the paper to edit any wording, then download it in Word or as a PDF.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] (CIN: [CIN]) HELD ON [MEETING DATE] AT [VENUE]
RESOLVED THAT a duplicate share certificate in respect of [SHARES / CERTIFICATE NO.] be issued to [MEMBER] in place of the original reported lost, against the indemnity bond and supporting documents placed before the meeting and on payment of the prescribed fee, the duplicate certificate being marked as such, and that the particulars be entered in the register of renewed and duplicate share certificates.
Certified true copy
For [COMPANY NAME]
[NAME]
[DESIGNATION] · DIN: [DIN]
Date: ______________ · Place: ______________
When is this resolution passed?
Pass it after the member’s request with supporting documents (indemnity, affidavit, FIR where the certificate is lost) is received and found in order.
Legal basis: s.46, Companies Act 2013 read with rule 6, Companies (Share Capital and Debentures) Rules 2014
Common questions
What does a member submit for a duplicate certificate?
Typically a request with an indemnity bond, an affidavit, proof of loss such as an FIR, and the fee the board fixes within the prescribed cap; the exact set is the board’s call under the rules.
Is there a deadline to issue the duplicate?
Rule 6 prescribes the outer timelines for issuing duplicates; unlisted companies get the longer period stated there. Confirm the current number of days before quoting one.
How is a duplicate certificate marked?
With the word duplicate stamped or printed prominently on its face, and a record in the register of renewed and duplicate certificates.
Can OnCompliance draft this for me?
Yes. OnCompliance drafts the resolution on the company’s letterhead with the details filled from the client’s record, records it in the minutes, and files it in the client’s folder, alongside the notice of the meeting and every other board document.