What is a share certificate?

A share certificate is a document issued by a company stating that a named person holds a specified number and class of its shares. In law it is prima facie evidence of ownership (Companies Act 2006, s.768) — good evidence, but not the final word.

The register is the real proof

Legal ownership is conferred by the entry in the register of members, not by the certificate. Whenever the two might differ, the register prevails, so it must always be kept accurate.

What a certificate shows

The company name and number, the holder’s name, the number and class of shares, the amount paid up, and the date. It is executed as the articles require (commonly two directors, or a director and secretary, or a director and a witness).

Lost certificates

If a certificate is lost, the company issues a replacement — usually against an indemnity — giving it a new, unique number and cancelling the old one.