Can a share certificate be executed by electronic means?

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Published on LexisPSL on 15/07/2019

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • Can a share certificate be executed by electronic means?

The form of a company's share certificate is not prescribed by the Companies Act 2006 (CA 2006) or other legislation.

It is usually governed by a company's articles of association, which typically require a share certificate to specify the number and class of shares to which it relates, the nominal value of those shares, the amount paid up on them and any distinguishing numbers assigned to them (see, eg, the Companies (Model Articles) Regulations 2008, SI 2008/3229, reg 2, Sch 1, arts 21, 24 and reg 4, Sch 3, art 47; the Companies (Tables A to F) Regulations 1985, SI 1985/805, Sch, Table A, reg 6; CA 2006, ss 542, 543). There are additional requirements that apply to a company with a premium listing of equity shares (see Listing Rules, LR 9.5.16 R). In practice, a share certificate will often include wording indicating that no transfer of the shares to which it relates will be registered without production of that certificate, although this does not affect the directors’ ability to register a transfer in the absence of the certificate or their discretion to refuse to register a transfer of those shares (Rainford v Keith and Blackman Co Ltd).

A company's articles will also usually include provisions dealing with the way in which a share certificate may be executed by a company (see, eg, the Companies (Model

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