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Section 46 of the Companies Act 2013: Certificate of Shares

SECTION-46 (Certificate of shares) under CHAPTER-IV (Share Capital and Debentures) of the Companies Act, 2013

(1) A certificate, issued under the common seal, if any, of the company or signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary, specifying the shares held by any person, shall be prima facie evidence of the title of the person to such shares.

(2) A duplicate certificate of shares may be issued, if such certificate —
(a) is proved to have been lost or destroyed; or
(b) has been defaced, mutilated or torn and is surrendered to the company.
(3) Notwithstanding anything contained in the articles of a company, the manner of issue of a certificate of shares or the duplicate thereof, the form of such certificate, the particulars to be entered in the register of members and other matters shall be such as may be prescribed.

(4) Where a share is held in depository form, the record of the depository is the prima facie evidence of the interest of the beneficial owner.



(5) If a company with intent to defraud issues a duplicate certificate of shares, the company shall be punishable with fine which shall not be less than five times the face value of the shares involved in the issue of the duplicate certificate but which may extend to ten times the face value of such shares or rupees ten crores whichever is higher and every officer of the company who is in default shall be liable for action under section 447.




Extra Notes for Readers

(1) The Companies Act, 2013 received the assent of the President on the 29th August, 2013 (Published in the Gazette of India, Extraordinary, Part II - Section 1 by Ministry of Law and Justice, Legislative Department on 30th August, 2013) - link


(2) Section 46 of the Companies Act 2013 was notified by MCA Notification S.O. 902(E) dated 26th March 2014 (w.e.f. 1st April 2014) - link

(3) Relevant rule(s) of the Companies (Share Capital and Debentures) Rules, 2014 - link

  • Rule 5 - Certificate of shares (where shares are not in demat form)
  • Rule 6 - Issue of renewed or duplicate share certificate
  • Rule 7 - Maintenance of share certificate forms and related books and documents
[Also check amendments, if any, to the Companies (Share Capital and Debentures) Rules, 2014]

(4) Sub-section (1) of section 46 was modified by the Companies (Amendment) Act, 2015 as under (w.e.f. 29th May, 2015 - link):
"In section 46 of the principal Act, in sub-section (1), for the words “issued under the common seal of the company”, the words “issued under the common seal, if any, of the company or signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary” shall be substituted."
(5) MCA Clarification vide General Circular No. 19/2014 dated 12th June, 2014 - with regard to exercise of powers to issue of duplicate share certificate by a Committee of Directors - link





This page was last updated on 31st March, 2017.

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