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?
- when a shareholder waives their pre-emption rights on the transfer of shares by another shareholder
- when the shareholder agrees to waive its first refusal rights under either the company’s Articles of Association or Shareholders Agreement
What are the key features?
- different forms of waiver, depending on whether the waiving shareholder is an individual or a company
- optional wording based on whether the pre-emption rights arise under either the Articles of Association or Shareholders Agreement
- waiver in the form of a Deed
What else do I need to know?
When do pre-emption rights apply on a share transfer?
Shareholders may have pre-emption rights in relation to the proposed transfer of existing shares in the company by another shareholder.
Pre-emption rights exist and operate as a right of first refusal, allowing non-transferring shareholders to acquire shares in proportion to their existing number of shares for the same cash consideration as the selling shareholder proposes to sell them to a third party and before the shares can be acquired by another party. The buyer could be another current shareholder or someone who is not already a shareholder.
Pre emption rights arise from either the company’s Articles of Association or the company’s Shareholders Agreement (or possibly both). They will not apply if the company does not have a Shareholders Agreement and has adopted, without amendment, the Model Articles for private limited companies. The Companies Act 2006 does not contain a statutory pre-emption right on the transfer of shares. See Articles of Association – pre-emption (share transfer) for pre-emption rights to include in Articles of Association by passing a special resolution.
A non-transferring shareholder can elect not to accept the offer to purchase the shares and instead to waive their pre-emptive rights in relation to a proposed transfer. To do so, the non-transferring shareholder should sign a waiver of pre-emption rights.
What other documents are available?
For a deed of waiver disapplying pre-emption on a proposed allotment of new shares, see
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Updated by a lawyer on 21/08/2024
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