Ease Of Doing Investment: Review Of Simplification Of Procedure And Standardisation Of Formats Of Documents For Issuance Of Duplicate Share Certificates

Introduction

The Securities and Exchange Board of India (SEBI), as the apex regulator of the Indian securities market, has consistently undertaken measures to strengthen investor protection while simultaneously promoting ease of doing business. One recurring concern faced by investors relates to the issuance of duplicate share certificates, particularly in cases of loss, misplacement, or damage of original certificates. Historically, the procedure involved extensive documentation, multiple attestations, and stringent thresholds, often resulting in delays and procedural hardship for investors.

In this backdrop, SEBI issued a circular dated 24 December 2025, aimed at reviewing and simplifying the existing framework governing the issuance of duplicate securities certificates. This circular revises earlier requirements prescribed under the SEBI circular dated 25 May 2022 and Para 22 of the Master Circular for Registrars to an Issue and Share Transfer Agents (RTAs) dated 23 June 2025. The revised framework reflects SEBI’s policy objective of enhancing investor convenience, standardising documentation, and accelerating dematerialisation in the securities market

Explanation and Linkage to the Circular

The circular is titled “Ease of doing investment – Review of simplification of procedure and standardisation of formats of documents for issuance of duplicate certificates.” It is addressed to all listed companies and RTAs, making its applicability broad and mandatory across the securities ecosystem. SEBI acknowledges that while safeguards are necessary to prevent fraudulent claims, excessive procedural rigidity may discourage investors and delay restitution of legitimate rights. Accordingly, the circular introduces calibrated reforms that balance investor protection with procedural efficiency. The amendments directly substitute Paras 22.1.1 to 22.1.4 of the Master Circular, thereby acquiring binding legal effect under the SEBI Act, 1992

The circular comes into force with immediate effect and is also applicable to ongoing requests, ensuring that pending applicants are not deprived of the benefits of the simplified regime.

Detailed Explanation of the Revised Framework

Enhancement of Threshold for Simplified Documentation

One of the most significant changes introduced by the circular is the increase in the threshold limit for simplified documentation from ₹5 lakhs to ₹10 lakhs. Under the revised Para 22.1.1, if the value of securities does not exceed ₹10 lakhs as on the date of application, the claimant is only required to submit a standardised Affidavit-cum-Indemnity Bond. This change substantially expands the category of investors who can avail of simplified procedures, thereby reducing compliance burdens for small and medium investors

Introduction of a Standardised Affidavit-cum-Indemnity Bond

To eliminate inconsistencies and discretionary practices, SEBI has prescribed a uniform format for the Affidavit-cum-Indemnity Bond (Annexure-A). The affidavit consolidates multiple declarations and indemnities into a single document, covering:

• Ownership and acquisition of securities
• Declaration of loss or misplacement
• Assurance against sale, pledge, or transfer
• Undertaking to surrender original certificates if found
• Indemnification of the company/RTA against losses

The use of a standard format ensures legal clarity, reduces processing time, and minimizes disputes arising from varied documentation practices

Relaxation for Low-Value Securities (Up to ₹10,000)

Recognising that excessive formalities for low-value securities are disproportionate, Para 22.1.2 introduces a major relaxation. For securities valued up to ₹10,000, investors are only required to submit a simple undertaking on plain paper, with no notarisation requirement.

This measure reflects a rational, risk-based regulatory approach and significantly benefits retail investors holding legacy securities of modest value

Rationalisation of Documentation for High-Value Securities

For securities exceeding ₹10 lakhs, SEBI has retained additional safeguards under Para 22.1.3. In such cases, the claimant must submit documentary evidence such as:

• FIR or e-FIR
• Police complaint
• Court injunction order
• Copy of the plaint with the suit number

Importantly, these documents must specifically mention security details, folio number, certificate numbers, and distinctive number ranges. This ensures traceability and minimises the risk of fraudulent claims in high-value cases

Mandatory Newspaper Advertisement for High-Value Claims

Para 22.1.4 introduces a transparency mechanism for high-value securities by mandating the publication of an advertisement regarding loss of securities in a widely circulated newspaper. The advertisement must be issued weekly in the region where the company’s registered office is located.

The processing timeline for issuance of duplicate certificates begins only after the later of:

• Submission of complete documentation, or
• Issuance of the newspaper advertisement

Listed companies are permitted to recover a minimal fee from investors towards advertisement costs, ensuring cost neutrality while preserving investor awareness

Mandatory Dematerialisation and Investor Protection

The circular clarifies that all duplicate securities will be issued only in dematerialised form. This aligns with SEBI’s long-term objective of reducing risks associated with physical certificates, such as loss, forgery, and delayed transfers. Increased dematerialisation also strengthens market integrity and operational efficiency.

Conclusion

The SEBI circular dated 24 December 2025 represents a well-calibrated regulatory reform that prioritises ease of doing business without compromising on investor protection. By enhancing thresholds, standardising documentation, eliminating unnecessary notarisation, and adopting a risk-based approach, SEBI has significantly reduced procedural friction in the issuance of duplicate securities certificates. The revised framework benefits retail investors, improves administrative efficiency for listed companies and RTAs, and reinforces SEBI’s commitment to a transparent, investor-friendly securities market. Moreover, the mandatory shift towards dematerialisation strengthens systemic resilience and aligns with global best practices in securities regulation.

Overall, the circular exemplifies responsive regulation, one that adapts to practical challenges while safeguarding the core objectives of market integrity and investor confidence.