28 March 2012
We are a private limited company. On receipt of request from a member for duplicate issue,the BOD has decided to issue duplicate share certificate. My query is, on what date the certificate must be issued whether the original date or date of BOD meeting where issue of duplicate certificate was approved? Another query - is stamp duty payable on such duplicate issue? These shares were issued originally by way of transmission on death of member.so no stamp duty was paid as such
29 March 2012
Thank you.however i need a reference , where actually it is mentioned that Company has to pay a stamp duty on duplicate share issued. My belief is that the duplicate shares fit into the shoes of original shares as it is issued in lieu of original.
You have taken any undertaking or proof of loss from shareholders or not. After receiving request from shareholder for issue of dublicate, it is company responsibility to issue public notice for loss of share certificate in news papers.
And as per my knowledge a company can never issue original share certificate in transmission of shares or death of shareholder.
PROCEDURE FOR ISSUANCE OF DUPLICATE SHARE CERTIFICATES 1. The Company Secretary shall get from the shareholder an indemnity bond, surety bond, copy of the FIR filed with the police and such other evidence as may be prescribed by the Board of directors for consideration of such request. Bank or insurance guarantee may also be required. 2. It is usual to publish a general notice in a newspaper in the place of the registered office intimating the public of the loss of the share certificate and of the company's proposal to consider issue of a duplicate share certificate, in lieu of the one that is lost, in case no objection is received by the company within a prescribed time. Absence of response to unauthorised issuance of advertisements in newspapers cannot make the issue of duplicate share certificates valid or proper, particularly when the registered shareholder is alive at the time and the company is considering the application for registration of transfer of shares by him. [Pradip Kumar Sarkar v Luxmi Tea Co. Ltd. (1990) 67 Comp Cas 491 (Cal)]. 3. The cost of the publication of the general notice is normally borne by the shareholder. 4. In the case of the smallness of value of the shares for which a duplicate share certificate is desired, the Board may, at its discretion, dispense with the costly procedure of publication of general notice and may be satisfied with the execution of an indemnity and surety bond and production of other evidence by the shareholder to establish the fact the share certificate has actually been lost. 5. On receipt of compliance of the formalities, as required by the Board or Committee thereof, from the shareholder, and after expiry of the period specified in the general notice, and if the company does not receive any objection to its proposal, wherever applicable, the proposal for issue of duplicate share certificate will be placed at a meeting of Board or Committee. 6. If the proposal is approved, such approval will be by way of a resolution, which will, inter alia, include approval for issue of new share certificate and will authorise two directors and Secretary or other person specified to sign the share certificate and affix common seal in their presence. 7. The following words shall be written on the face of the duplicate share certificate "Duplicate issued in lieu of share certificate No..." and the word "Duplicate" will be stamped in bold letters across the face of the share certificate. 8. Particulars of duplicate share certificates issued will be entered in the Register of Renewed and Duplicate Share Certificates indicating the name of the person to whom it is issued, the number and date of the new share certificate. 9. The issue of duplicate share certificate will also be entered in the Register of members and the ledger folio of the concerned member indicated in "Remarks" column of the said Register of Duplicate Share Certificates.
10. Intimation shall also be given to all stock exchanges where the shares of the company are listed regarding issue of duplicate share certificate and cancellation of old share certificate.
CAclubindia
