Share Certificate for a private company limited by shares
Unlike a company limited by guarantee, a company limited by shares is under a duty under the Companies Act 2006 to issue share certificates to shareholders within two months after the allotment of any of its shares, or of the date on which a transfer is lodged for registration. The Model Articles (article 24) set out the provisions relating to the issue of share certificates.
Share certificates must state the number of shares and the class of share to which the certificate relates and must be executed correctly. This being the case, the certificate will represent evidence of title to the shares and that the named person is a member of the company in respect of the number and class of shares stated in it.
Each certificate will record the number and class of shares for which it is issued, the nominal value of the relevant shares as well as the name and address of the member.
The company’s articles may require further provisions to be included if, for example, the shares are only partly and not fully paid up shares. In this case distinguishing numbers may need to be given to the shares and there is an obligation to state the amount paid up on any shares within the share certificate. The company’s articles must be consulted to determine how the certificate should be signed. Under the Companies Act 2006, share certificates can be executed by the signatures of two directors, or a director and the company secretary or one director in the presence of a witness. The Simply-docs Share Certificate includes wording enclosed in square brackets for each of these options. If a witness is attesting to a director’s signature, then the phrases “in the presence of”, “Witness” and “Name and Address of Witness” should be retained and the unused options should be removed from the document. If any of the other options are used, then this wording should be removed.
A share certificate may also be executed by affixing the company’s seal in the presence of two directors, or a director and the company secretary (who must also sign their names in both cases).
If a share certificate is defaced, worn out or mislaid, it may be replaced. Normally the member would be asked to pay a small fee and sign an indemnity.
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