Share certificates

A share certificate is a document that certifies the ownership of shares in a company limited by shares. They are distributed when shares are issued and sold to new shareholders during and/or after incorporation, or when ownership of existing shares is transferred from one person to another after company formation. Shareholders must receive a share certificate as soon as they purchase one or more shares. Companies should also retain a copy of all issued share certificates for their records.

What does a share certificate look like?

A typical share certificate is a rectangular document set out in landscape orientation. It will state the date of issue and all relevant details relating to the shares that have been taken on a certain date by a particular shareholder.

You can issue a certificate in electronic format as a PDF file, but lots of people prefer to receive traditional printed certificates. Both formats can be requested upon company formation.

Share certificate example

What information is shown on a share certificate?

Share certificates should show the following information:

  • Certificate number - 1, 2, 3, etc.
  • Company name and registration number
  • Registered office of company
  • Name and address of shareholder
  • Quantity, nominal value and type of share issued - e.g. 1 x £1 Ordinary Share
  • Whether the shares are fully paid, partly paid or unpaid
  • Authorising signatures - two directors, a director and the company secretary, or a director and a witness

Where do I get share certificates from?

When you register your company, you will receive your share certificates from Companies House or your company formation agent with your certificate of incorporation and the memorandum and articles of association. Collectively, these documents are known as your ‘incorporation documents’.

If you choose to set up your company online with a formation agent, you will receive your incorporation documents in a PDF file via email as soon as your company registration is approved. Most company formation agents will provide the option of printed certificates as well - which is convenient if you need to show them to other people for any reason - banks and lenders, for example.

If you choose to send your incorporation application by post, Companies House will provide you with printed share certificates, which will be delivered to your registered office address with the rest of your incorporation documents.

You can obtain standard share certificate templates online if you need to issue more certificates to new shareholders after company formation. You will need to do this if you create new shares or sell any of your existing shares to someone else.

If you have a company seal, you can use it to stamp your share certificates to add a professional touch.

Do I have to issue one certificate per share?

Regardless of the number of shares a shareholder takes, only one certificate needs to be issued per shareholder for each class of share taken on a particular date. There is no need to create separate certificates for each and every share of the same class if they are issued on the same date.

If a shareholder takes more than one class of share, a separate certificate should be issued to the shareholder for that class of share, even if these shares are taken on the same date as other shares.

You must issue a separate certificate when any new shares are taken by an existing or new shareholder at a later date, or when existing shares are transferred (sold) from one shareholder to another.

Is there a time limit for issuing certificates?

Unless your company’s articles of association states otherwise, share certificates must be issued to shareholders within two months of company formation, or within two months of allotting (issuing) new shares or transferring existing shares after incorporation.

How do I issue certificates to joint shareholders?

In a situation where more than one person owns the same share, only one certificate needs to be issued. The shareholders themselves may copy the certificate for their own records if they wish to do so.

The name of each joint shareholder should be shown on the certificate, but you need only include the address of the first named shareholder.

Do I have to send copies of certificates to Companies House?

No, companies do not have to provide copies of certificates for Companies House or HMRC. However, you will have to inform Companies House if you allot or transfer shares after incorporation.

Should my company keep copies of certificates?

Yes, your company must retain copies of all issued share certificates at its registered office or alternate inspection location. They should be kept along with the statutory register of members - which contains the details of your company’s shareholders, both past and present.

Old share certificates that are no longer valid - i.e. when the stated shares have been transferred to someone else - should still be retained by the company, but it is good practice to write ‘Cancelled’ on the front.

What happens if my certificate is lost or damaged?

If a shareholder loses his or her share certificate, or it is considerably damaged, the company can issue a replacement. Damaged certificates should be returned to the company to be destroyed.

In large companies, the shareholder may be required to prove his or her identity before receiving a replacement certificate.

Can I request a new certificate if I change my name or address?

There is no need to obtain a new certificate if you change your address - you will just need to update the statutory register of members, however, a new certificate should be obtained if you change your name. Again, in large companies, the shareholder may need to provide ID and proof of name change before a new certificate can be issued.

The old certificate should be given to the company to be destroyed. On the company’s copy of the old certificate, ‘Cancelled’ should be written on the front. A copy of the new certificate should be kept by the company. The statutory register of members must be updated to reflect the change of name.

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