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?

  • 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

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.

Updated by a lawyer on 21/08/2024

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