Share certificates

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Share certificates
  • Shares
  • Certificated shares
  • Uncertificated shares
  • Share warrants (bearer shares)
  • Requirement to issue a share certificate
  • Exceptions to the requirement to issue a share certificate
  • Form and execution of a share certificate
  • Form of share certificate
  • Execution of share certificate
  • More...

Share certificates

Shares in a company can be issued as certificated shares or uncertificated shares.

Shares issued by private companies and unlisted public companies are usually held in certificated form, while shares in listed companies and AIM companies are usually held in uncertificated form.

Shares

This Practice Note is concerned with the law and practice relevant to share certificates, which are only issued in relation to certificated shares.

Certificated shares

Shares in a company are held in certificated form if:

  1. the company has issued a physical share certificate for the shares, and

  2. the owner of the shares has their name entered in the company's register of members

A person is only a member of a company if they have agreed to become a member and have had their name entered in its register of members. Every company limited by shares is required by the Companies Act 2006 (CA 2006) to keep a register of members; the information that must be recorded in the register of members includes the name and address of each member, the date on which they became a member, the number of shares held by them and the amount paid up on the shares.

The registered holder of shares in a company will be recognised by the company as a member; the fact that any particular member is a nominee, ie holding the legal title to shares on trust

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