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.

When do I use this document? secured loan agreement for a secured loan of a fixed amount to be drawn in a single advance for a borrower which is a company incorporated in England and Wales for a loan repayable on a single repayment date or in instalments What are the key features? easy to edit, with 21 clauses over 13 pages single advance of specified loan amount regular interest payments at either fixed or floating interest rate by reference to specified bank’s base rate of interest repayment either on a single repayment date or in instalments undertakings from the borrower, including to provide information to the lender and prohibition on granting security and additional borrowings events of default, including a failure by the borrower to repay the loan or interest, leading to the lender having the right to demand immediate repayment What else do I need to know? The security would need to be created and governed by a separate security document between the borrower and the lender, depending on the nature of the secured property or assets. Examples of security documents include: a charge over property a charge over shares a debenture, containing fixed and floating charges over all of the borrower’s assets and undertaking What other documents are available? For a form of unsecured loan document, see Loan Agreement: unsecured For forms of unsecured and secured facility agreements, for advances of loans in several lump sums, see Facility Agreement: unsecured Facility Agreement: secured

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?

secured loan agreement for a secured loan of a fixed amount to be drawn in a single advance
for a borrower which is a company incorporated in England and Wales
for a loan repayable on a single repayment date or in instalments

What are the key features?

easy to edit, with 21 clauses over 13 pages
single advance of specified loan amount
regular interest payments at either fixed or floating interest rate by reference to specified bank’s base rate of interest
repayment either on a single repayment date or in instalments
undertakings from the borrower, including to provide information to the lender and prohibition on granting security and additional borrowings
events of default, including a failure by the borrower to repay the loan or interest, leading to the lender having the right to demand immediate repayment

What else do I need to know?

The security would need to be created and governed by a separate security document between the borrower and the lender, depending on the nature of the secured property or assets. Examples of security documents include:

a charge over property
a charge over shares
a debenture, containing fixed and floating charges over all of the borrower’s assets and undertaking

What other documents are available?

For a form of unsecured loan document, see

Loan Agreement: unsecured

For forms of unsecured and secured facility agreements, for advances of loans in several lump sums, 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?