Share certificate template
A share certificate template for shares in a private limited company. Perfect for allotments or share transfers. Includes key shareholder and company details. Instant download with clear guidance—no subscription required.
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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
When do I use this document?
- as a document to be delivered by a seller at closing of a Share Purchase Agreement
- when stamp duty is payable on the share transfer
- to enable the buyer to vote and exercise other share rights pending the registration of the share transfer
What are the key features?
-
- suitable for an individual or corporate seller
- appointment of the buyer as the seller’s attorney
- grant of authority to the buyer to exercise all rights as the legal owner of the sale shares
- irrevocable appointment given by way of security
What else do I need to know?
Following the closing of a share sale transaction, the seller will remain the registered owner of the shares which have been sold until the buyer has paid the necessary stamp duty. This process can take a number of weeks. The transfer of the sale shares cannot be registered in the register of members of the target company until the stamp duty has been paid.
The buyer will want to be able to exercise all the rights as the owner of the sale shares notwithstanding that the seller remains the registered legal owner of the sale shares. To enable the buyer to do this, the buyer will usually require that the seller grants a power of attorney in favour of the buyer which enables the buyer to exercise the legal rights of ownership of the sale shares.
If a share transfer involves consideration exceeding £1,000, stamp duty will be payable to HMRC and HMRC will need to confirm that the stamp duty has been paid. This stamping process typically takes a few weeks and involves payment of the stamp duty and submission of the stock transfer by email to HMRC for HMRC to confirm the payment.
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Updated by a lawyer on 21/08/2024
- Updated By a lawyer on
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