Share Certificate

This template is a standard share certificate for a UK company. A company is under a duty to issue a share certificate within two months after the allotment of any of its shares. A share certificate is prima facie evidence of the member’s share ownership in the company.

What does this Share Certificate Template do?

It provides a formal certificate recording a member’s shareholding. It includes alternative wording so you can reflect whether the shares are partly paid or fully paid (depending on what the company’s articles allow).

What does this Share Certificate Template cover?

• Alternative wording to record whether shares are partly paid or fully paid.
• Execution options under the Companies Act 2006 (including witness attestation wording where relevant).
• An option to execute by affixing the company’s common seal (where the company uses a seal).

When should you use this Share Certificate Template?

Use it when issuing a share certificate following an allotment of shares, or when you need a formal certificate to evidence a member’s shareholding.

How should you complete the payment wording?

If the company’s articles allow shares to be partly paid, use the first option in square brackets: “...upon each of such shares the sum of £ ____ has been paid”. Insert the sum actually paid in the blank space. If the sum paid is less than the nominal value because payment has been deferred, record the amount actually paid.

If the company’s articles do not allow shares to be partly paid, choose the second option in square brackets: “...the shares are fully paid”.

What signing and execution options are included?

Under the Companies Act 2006, share certificates can be executed:

• By the signatures of two directors.
• By the signatures of a director and the company secretary.
• By the signature of one director in the presence of a witness who attests to his or her signature.

This template includes square-bracket wording for each of these options.

If a witness is attesting to a director’s signature, retain the phrases “in the presence of”, “Witness” and “Name and Address of Witness”, and remove the unused options from the document. If any of the other signature options are used, remove this witness wording.

A share certificate may also be executed by affixing the company’s common seal in the presence of two directors, or a director and the company secretary (who must also sign their names in both cases).

Share Certificate is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.