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Home / Company Law & Secretarial Services / Share Certificates & Stamp Duty
Last updated: 2 October 2026
When a company issues shares, it must issue share certificates — or credit the shares in demat form — and pay the stamp duty that applies. Our team prepares the certificates, arranges e-stamping and, for companies covered by the demat rules, coordinates with the depository.
Under the Companies Act, 2013, share certificates are issued in Form SH-1 within two months of incorporation for subscribers, and within two months of allotment for later issues. They are signed as required under the Share Capital Rules and entered in the register of members.
From 1 December 2025, a private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore is a small company and is not covered by the demat requirement.
Based on the Companies Act, 2013, the Share Capital and Prospectus Rules and the Indian Stamp Act, 1899 as amended. Last updated: 27 September 2026.
Form of share certificate
To issue certificates after incorporation or allotment
Stamp duty on transfer of shares
Demat deadline for non-small private companies
Small company limits from 1 December 2025
Share capital reconciliation for demat companies
Missing or unstamped certificates surface at due diligence.
Shares allotted but no certificates issued or stamped.
Certificates issued without paying the applicable stamp duty.
A non-small private company still issues or transfers shares in physical form.
Share certificates connect to every change in your cap table.
Transferring shares correctly.
Issuing new shares.
Offering shares to existing members.
Register of members.
We check which shares need certificates and whether demat rules apply.
Stamp duty calculated and paid through e-stamping.
SH-1 certificates prepared for signing.
Issue approved and certificates signed.
Register of members updated.
ISIN and depository steps for companies covered by the rules.
Lost, torn or defaced certificates can be replaced following a set procedure.
Indemnity and affidavit from the holder; board approval for a duplicate.
Replacement on surrender of the old certificate.
Duplicates are issued within the period set by the Rules.
Holders may convert to demat instead of taking a duplicate.
Share your query and our team will reply during business hours.
Within two months of incorporation for subscribers, and within two months of allotment for later issues.
0.015% of the consideration, under the Indian Stamp Act as amended from 1 July 2020.
Private companies that are not small companies must issue and transfer securities only in demat form; the deadline was 30 June 2025.
From 1 December 2025, a private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore.
By applying to the company with an indemnity and affidavit; the board approves the issue of a duplicate.
ACS – Director, Expertvuw Management Pvt Ltd
This work is handled by Expertvuw’s team, with filings made on the MCA portal. Certifications and audits required by law are issued by independent practising professionals engaged for your case.