Company formation FAQ - Share Certificates

The company must issue each shareholder, free of charge, with one or more certificates in respect of the shares which that shareholder holds. Every certificate must specify: -

• In respect of how many shares, of what class, it is issued;
• The nominal value of those shares;
• That the shares are fully paid; and
• Any distinguishing numbers assigned to them.

No certificate may be issued in respect of shares of more than one class. If more than one person holds a share, only one certificate may be issued in respect of it. Certificates must: -

• Have affixed to them the company's common seal; or
• Be otherwise executed in accordance with the Companies Acts.

Replacement share certificates

If a certificate issued in respect of a shareholder's shares is:

• Damaged or defaced; or
• Said to be lost, stolen or destroyed;
• That shareholder is entitled to be issued with a replacement certificate in respect of the same shares.

A shareholder exercising the right to be issued with such a replacement certificate: -

• May at the same time exercise the right to be issued with a single certificate or separate certificates;
• Must return the certificate which is to be replaced to the company if it is damaged or defaced; and
• Must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.