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What is a Share Certificate?

A Share Certificate is a formal document issued by a registered company, which serves as an official testament to an individual’s or entity’s ownership of a specific number of shares in that company.

Often referred to as a stock certificate, this document is an integral part of share transactions and serves as a receipt for the business selling shares on the stock market.

What is the importance of a Share Certificate?

The significance of a Share Certificate cannot be overstated. It acts as irrefutable legal evidence of shareholding in a company. 

Upon acquiring shares, either through purchase or other means, an individual or business entity is furnished with a Share Certificate.

Holding this certificate not only gives you a solid legal position but is also invaluable in settling disputes over share ownership that may arise in the future.

A Share Certificate can complement other legal documents, such as a Shareholder Agreement, which provides more comprehensive details on the rights and obligations of shareholders.

Is a Share Certificate proof of ownership?

A Share Certificate is a legal document that serves as definitive proof of ownership for the number of shares it specifies.

It verifies that the named individual or entity has a legal stake in the company issuing the certificate. In legal disputes or situations where ownership of shares needs to be confirmed, the Share Certificate is the go-to document to establish such ownership.

While other documents like trading statements can show transactions and account activity, they may not be accepted as conclusive proof of ownership in a legal context, which sets the Share Certificate apart, making it an essential document for shareholders.

A valid Share Certificate strengthens a shareholder’s legal position and protects them against potential conflicts or misunderstandings regarding share ownership.

It’s a pivotal element in the suite of legal safeguards that shareholders should maintain.

When is a Share Certificate issued?

The issuance of a Share Certificate can take place under different circumstances. Here are some common scenarios:

  • Share Distribution: A certificate is legally issued to a shareholder following the company’s distribution of its shares.
  • Share Transfer: New Share Certificates are generated when a current shareholder sells or gifts shares to another individual or corporation.
  • Issuance of New Shares: When a company releases an additional volume of shares to be sold, new certificates are produced.
  • Lost Certificate: If the original certificate is lost or misplaced, it is invalidated, and a new one is issued as a replacement.

What is included in a Share Certificate?

A Share Certificate is a detailed document and includes the following key information:

  • Name and address of the shareholder; in the case of joint shareholding, the details of all parties may be included.
  • Company’s name and its registration number to ensure its legitimacy.
  • Certificate number or unique serial number to distinguish it from other certificates.
  • Class or type of shares, as companies often issue different classes to protect themselves from potential takeovers.
  • The total number of shares owned by the shareholder.
  • The date of issue indicates when the shares were acquired.
  • The nominal value of the shares is sometimes referred to as book value, face value, or par value.

What happens if Share Certificates are lost?

Each Share Certificate bears a unique identification number. If a certificate is lost, it is of utmost importance to inform the issuing company immediately, providing them with this unique number for identification.

A new certificate will be issued to replace the lost one.

How to obtain a Share Certificate?

Obtaining a Share Certificate can be achieved through different means. You could directly approach the issuer or the company that initially offered the stock and request that a physical certificate be mailed to you.

However, this process could be cumbersome and time-consuming. A more convenient alternative would be to contact your stockbroker, who can arrange the certificate, typically for a nominal charge.

Connection with Shareholder Agreement

It’s worth noting that a Share Certificate works in tandem with a Shareholder Agreement, another vital legal document.

While the Share Certificate confirms ownership of a specific number of shares, a Shareholder Agreement provides a broader framework of the rights, responsibilities, and operational procedures concerning shareholders.

Create a Share Certificate template

To conclude, a Share Certificate is an essential legal document that certifies company share ownership.

The document helps in legal and financial transactions and is often a requisite for third-party financial arrangements. 

Companies have a legal timeframe within which they must issue these certificates; failure to adhere to this can result in legal consequences.

About Author

Daniel Walker

Daniel Walker

Daniel Walker is the Founder and Chief Executive Officer of Zegal, the trusted legaltech firm. Prior to founding Zegal, Daniel practised at DLA Piper, Stephenson Harwood and Clyde & Co, in Hong Kong, Singapore, and the UK.

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