Does a company have to issue share certificates?

By law, a shareholder is entitled to receive from the company an original share certificate for the shares which it holds, whether these were acquired following an allotment or a transfer of shares.

What can I do if I’ve lost my share certificate?

A shareholder who has lost or destroyed a share certificate is entitled to request a replacement certificate from the company. The company will usually require an indemnity for lost share certificate, under which the shareholder agrees to indemnify the company for any loss arising as a consequence of the issue of the replacement certificate.

What do I do if I can’t find my share certificate and want to transfer the shares?

On a transfer of shares, the transferring shareholder should deliver to the company the share certificate which covers the shares being transferred. If the share certificate has been lost or destroyed, the shareholder may instead deliver a lost share certificate indemnity, under which the shareholder agrees to indemnify the company for any loss arising as a consequence of the approval and registration of the share transfer in circumstances where the share certificate has not been produced.

Indemnity for lost share certificate template

Name: Indemnity for Lost Share Certificate Template - Paper Rock Docs
SKU: COM002.001
Price: 25.00 GBP
Availability: InStock

Our indemnity for lost share certificate template covers alternative situations depending on whether or not the shareholder is also at the same time transferring shares covered by the lost or destroyed certificate.

if a shareholder has lost its original share certificate or it has been destroyed
if applicable, alongside a transfer of the shares covered by the lost or destroyed original certificate

What are the key features?

different forms of indemnity, depending on whether the shareholder is also transferring shares
alternative forms of indemnity, depending on whether the shareholder is an individual or a company

What else do I need to know?

What is a share certificate?

A share certificate is a document evidencing ownership of shares in a company. By law, shareholders are entitled to receive this certificate when they acquire shares, either through allotment or transfer.

What happens if a share certificate is lost or destroyed?

If a shareholder loses or destroys their certificate, they can ask the company for a replacement. To safeguard itself, the company will usually require a lost share certificate indemnity. This is a legal undertaking under which the shareholder agrees to cover any losses the company might face by issuing the replacement.

What risks does the indemnity protect against?

The indemnity protects the company from risks such as:

Duplicate Claims: If the original certificate reappears, someone else might claim ownership, causing disputes or financial loss.
Fraudulent Claims: A person could falsely claim to have lost the certificate and misuse the replacement, for example, by attempting to sell the shares unlawfully.
Administrative Errors: Mistakes in issuing a replacement or registering a transfer without the original certificate could lead to legal administrative errors.
Legal Liability: If a replacement certificate or transfer is improperly handled, the company might be held responsible for resulting losses.

Description

When do I use this document?

for the appointment of an individual to provide consulting services through a service company
for a fixed term appointment or an appointment terminable on notice

What are the key features?

24 clauses over 16 pages
time-based appointment for a fixed term, terminable by notice by either client or consultant
service performance obligations on the consultant company, including for performance of the services by the named individual
consulting fees on the basis of time spent at an agreed contractual rate
ownership of intellectual property rights arising from the services
status of the consultant as an independent contractor
early termination for breach and other circumstances

What else do I need to know?

Often, this type of Consultancy Agreement is also accompanied by a letter from the named individual to the client. This will contain undertakings from the individual directly to the client covering the following:

that the individual owns the service company and will continue to do so
that the individual will be employed by the service company by the individual
that the client will own intellectual property rights in materials/work product generated by the individual
that the individual will be responsible for the service company’s performance of the consultancy agreement

We have a form of this side letter available – see

Consultancy Agreement: company (individual side letter)

What other documents are available?

For a form of consultancy for a service company on a project basis, see

Consultancy Agreement: company (project-based)

For forms of consultancy agreement with an individual consultant, see

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£25.00 exc VAT

Updated by a lawyer on 03/09/2024

Updated By a lawyer on 11/03/2022

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Indemnity for lost share certificate template

When do I use this document?

What are the key features?