Indemnity – Lost Share Certificate (Share Sale)

This Indemnity – Lost Share Certificate (Share Sale) is for use where a seller has lost the share certificate for their shareholding, the certificate has been destroyed, or a certificate was never issued.

By signing the document, the seller indemnifies the company being sold against claims, costs and expenses that may be made against, or incurred by, the company as a consequence of the certificate not being available. The seller also undertakes to return the share certificate to the company if it is found at a later date.

What does Indemnity – Lost Share Certificate (Share Sale) do?

It provides an indemnity to protect the company where a share certificate cannot be produced in connection with a share sale, and records the seller’s undertaking to return the certificate if it is later found.

What does Indemnity – Lost Share Certificate (Share Sale) cover?

• An indemnity from the seller covering claims, costs and expenses arising from inability to supply the relevant share certificate.
• A seller undertaking to return the share certificate to the company if it is subsequently located.
• Identification of the type of shares to which the missing certificate relates (for example, ordinary shares or preference shares, as applicable).
• Alternative execution routes, allowing the indemnity to be executed either as a deed or not as a deed.

When should you use Indemnity – Lost Share Certificate (Share Sale)?

• A seller cannot produce the share certificate for the shares being sold because it has been lost, destroyed or was never issued.
• The company being sold requires protection against potential claims and costs arising from the missing certificate.
• You want the option to execute the indemnity as a deed (for example, to benefit from a longer limitation period).

Indemnity – Lost Share Certificate (Share Sale) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.