Share certificate template

When do I use this document?

• when issuing an original share certificate to a shareholder in a private limited company
• following an allotment or transfer of shares to the shareholder and the registration of the shareholder as their holder in the register of members

What are the key features?

• share certificate number
• company’s name, registered number and registered office address
• shareholder’s name and address 
• class of shares and number of shares held
• whether shares are fully-paid 

What else do I need to know?

What is a Share Certificate?

A share certificate is a official document which evidences ownership of shares in a company. By law, shareholders must receive a certificate when they acquire shares, either through allotment (newly issued shares) or transfer (buying shares from another shareholder).

Who issues a share certificate and when is it issued?

The company issues share certificates after confirming the shareholder’s details in the register of members. This happens when shares are allotted or transferred.

What information is included?

A share certificate typically includes:

• a unique certificate number
• the company’s name, registration number, and registered office address
• the shareholder’s name and address
• the class and number of shares held
• whether the shares are fully paid

Replacing a lost share certificate.

If a shareholder loses or destroys their share certificate, they can request a replacement from the company. To protect itself from potential risks, the company may require an Indemnity for Lost Share Certificate.

What is an indemnity?

An indemnity is a legal undertaking under which the shareholder promises to cover any financial losses the company might face from issuing a replacement certificate. In share sale transactions, selling shareholders are often unable to find their original share certificate and the buyer requires an indenity for lost share certificate as part of the sale transaction. In this scenario, the indemnity is often given in favour of both the company which will issue the replacement certificate and also the buyer itself.

Why is an indemnity needed?

The indemnity protects the company from legal liability and financial risk from:

• duplicate claims: if the original certificate resurfaces, someone else may claim ownership of the shares.
• fraudulent claims: a person might falsely claim a lost certificate to misuse the replacement.
• administrative errors: mistakes in issuing a new certificate or registering a transfer without the original documen