Board Resolution Format for Issue of Duplicate Share Certificate

CERTIFIED BOARD RESOLUTION: ISSUANCE OF DUPLICATE SHARE CERTIFICATE

Document ID: CORP-SEC-RES-2024-001
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: [Jurisdiction, e.g., State of Delaware / Republic of India]

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STATUTORY & LEGAL COMPLIANCE NOTICE

This document constitutes a formal record of a corporate action. It is drafted to comply with standard corporate governance best practices. However, corporate statutes (such as the Delaware General Corporation Law or the Companies Act) vary by jurisdiction regarding the requirements for affidavits of loss, indemnity bonds, and public notice periods. Counsel is advised to verify specific statutory requirements for "lost or destroyed securities" in the relevant jurisdiction prior to execution.

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I. RECITALS

WHEREAS, [Company Full Legal Name] (the "Company") is a corporation duly organized and existing under the laws of [Jurisdiction];

WHEREAS, [Shareholder Full Legal Name] (the "Shareholder"), residing at [Principal Address], is the registered holder of [Number] equity shares of the Company, represented by Share Certificate(s) No(s). [Certificate Numbers] (the "Original Certificate");

WHEREAS, the Shareholder has represented and warranted to the Board of Directors that the Original Certificate has been [lost / stolen / destroyed / mutilated] and has requested the issuance of a duplicate certificate in lieu thereof;

WHEREAS, the Shareholder has submitted an Affidavit of Loss and an Indemnity Bond to protect the Company against any potential claims arising from the Original Certificate;

NOW, THEREFORE, IT IS RESOLVED AS FOLLOWS:

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II. OPERATIVE RESOLUTIONS

1. APPROVAL OF ISSUANCE The Board of Directors hereby approves the issuance of a duplicate share certificate to the Shareholder in respect of [Number] shares, which shall replace the Original Certificate. The duplicate certificate shall bear the notation "Issued in lieu of Share Certificate No. [Number] which has been reported [lost/stolen/destroyed]."

2. CANCELLATION OF ORIGINAL The Original Certificate, being deemed null and void, is hereby cancelled in the Company’s Register of Members and the Register of Transfers. The Company Secretary is authorized to update the registers to reflect the issuance of the duplicate certificate.

3. EXECUTION OF DOCUMENTS The Directors and/or the Company Secretary are hereby authorized and directed to execute and sign the new share certificate under the seal of the Company, as required by the Company’s Articles of Incorporation/Bylaws.

4. INDEMNIFICATION The issuance of the duplicate certificate is strictly contingent upon the Shareholder’s execution of a Deed of Indemnity in favor of the Company, its directors, and its transfer agents, holding them harmless from any and all claims, losses, or damages arising from the production or future transfer of the original certificate.

5. RATIFICATION All actions taken by the officers and directors of the Company in connection with the issuance of the duplicate share certificate, consistent with the intent of this resolution, are hereby ratified, approved, and confirmed in all respects.

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III. GOVERNING LAW & DISPUTE RESOLUTION

This resolution and all rights and obligations hereunder shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any dispute arising out of or in connection with this resolution shall be subject to the exclusive jurisdiction of the courts located in [City, Jurisdiction].

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IV. EXECUTION & SIGNATURES

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Full Legal Name]
Date: [Date]

FOR [SHAREHOLDER / CLIENT FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

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V. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Completion: Open the document in a word processor. Replace all text within [brackets] with factual information. Ensure the Certificate Numbers match the Company's internal transfer registry.
2. Verification of Authority: Verify that the signatories have the requisite power under the Company’s Articles/Bylaws to sign on behalf of the entity. If the Shareholder is a corporate entity, obtain a Secretary’s Certificate confirming the signer’s authority.
3. Indemnity Requirement: Before releasing the physical certificate, ensure the Company has received the Affidavit of Loss (notarized) and the Indemnity Bond (often required to be backed by a surety or bank guarantee if the value is significant).
4. Digital Execution: Use a platform such as DocuSign or Adobe Sign to execute. Ensure that the "Audit Trail" or "Certificate of Completion" is downloaded and stored alongside the signed resolution.
5. Record Retention:
   • Archive a physical copy in the Company’s "Minute Book."
   • Retain a digital copy in the corporate secretarial vault.
   • Update the "Register of Members" immediately upon issuance of the new certificate number.
   • If required by local statute, file notice of the lost certificate in a designated newspaper before issuing the duplicate.