A company is under a duty to issue a Share Certificate within two months after the allotment of any of its shares, or of the date on which a transfer is lodged for registration.
Initially a certificate will cover all shares of the same class held by a member. Circumstances or a request from a member may result in the holding being divided over a number of different certificates.
Companies with articles that allow shares to be partly paid can use the first option in square brackets "...upon each of such shares the sum of £ ____ has been paid". If the actual sum paid is less than the nominal value because payment has been deferred, then this should be recorded in the blank space.
For companies with articles that do not allow shares to be partly paid, then the second option in square brackets "...the shares are fully paid" should be chosen.
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 (see Lost Share Certificate Indemnity).
This certificate is in fixed field format. Simply press TAB to jump from one field to the next and SHIFT + TAB to go back. Alternatively, use the mouse to click from one field to the next.
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