Share certificate template

Name: Share Certificate Template - PaperRock Documents
SKU: COM005.001
Price: 15.00 GBP
Availability: InStock

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.

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

Description

When do I use this document?

where one or more shareholders wish to remove a director
where the Articles of Association do not include a simpler removal process
as special notice pursuant to the Companies Act 2006 to remove a director

Key features

special notice required to remove a director from office
including an ordinary resolution to remove a director, for use by either a single shareholder or multiple shareholders
alternative forms covering:
- removal of director only
- removal of director and appointment of replacement director

What else do I need to know?

Under section 168 of the Companies Act 2006, shareholders can remove a director by passing an ordinary resolution at a general meeting. This decision cannot be made by written resolution. The shareholder proposing the removal must give formal notice to the company. The Articles of Association cannot override this statutory process or change the notice periods required for the process.

Once the company receives special notice, the board must call a shareholder meeting. This meeting must take place at least 28 days after the notice is received. The director facing removal has the right to submit written representations, which the company must circulate to shareholders before the meeting.

The special notice may also propose appointing a new director to replace the one being removed.

In some companies, weighted voting rights can protect shareholder-directors being removed from office by granting them extra votes on removal resolutions. This is common in joint ventures, multi-shareholder businesses, or investor agreements where director rights need protection.

Being removed as a director does not affect employment rights, but it may lead to legal claims, such as wrongful dismissal. If the removed director is also a shareholder, they may claim unfair prejudice under the Companies Act 2006 – particularly in quasi-partnerships, where they expected to be involved in management. If the claim succeeds, the court may order other shareholders to buy their shares at fair value.

Explanatory Guides

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

£15.00 exc VAT

Updated by a lawyer on 21/08/2024

Updated By a lawyer on 11/03/2022

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Share certificate template