Share Certificates UK: Issuance, Contents & Replacements
We're not a law firm — we help you find the right legal support. For advice on your situation, speak to a legal adviser or find a solicitor.
Part ofCorporate Legal Documents UK
If you hold shares in a UK company, the share certificate is the piece of paper (or increasingly, the digital equivalent) that confirms your stake. It is not where your ownership is legally recorded, that job belongs to the register of members, but it is the document most people point to when asked to prove they own shares in a business.
For small companies, family businesses, and new investors, share certificates are often the first formal piece of corporate paperwork people encounter. This guide walks through what a share certificate actually is, what it should contain, when a company has to issue one, how they get signed, and what to do if yours goes missing.
Whether you are a director issuing certificates for the first time or a shareholder trying to work out whether yours is valid, the following sections should give you a clear picture of how these documents work under English company law.
What this document is
A share certificate is a document issued by a company confirming that a named person holds a specified number of shares of a particular class. It functions as what lawyers call prima facie evidence of ownership, meaning it is treated as proof unless something more authoritative contradicts it.
The definitive record of who owns what is actually the company's register of members, which every UK company is required to keep. If there is ever a conflict between the register and a certificate, the register generally wins. That said, share certificates still matter.
They are the practical tool shareholders use to demonstrate their holding when selling shares, when dealing with probate after a shareholder dies, or when a bank or third party asks for proof of an investment. Private companies limited by shares are the most common issuers, though public companies issue them too, albeit often through a registrar.
The certificate itself does not create the shareholding, the entry in the register does, but it is the visible record most people rely on day to day.
How to use this document
- Check the register of members first. Before worrying about the certificate, confirm that the shareholding is properly recorded in the company's register of members. This is the legally definitive record. A certificate with no corresponding register entry is problematic, and a register entry without a certificate is still valid ownership.
- Prepare the certificate with the required information. Include the company's registered name and number, the shareholder's full name, the number and class of shares held, the nominal value per share, a unique certificate number, and the date of issue. Accuracy matters here because errors can cause real headaches on a future sale or transfer.
- Have the certificate executed properly. Under the Companies Act 2006, a company can execute documents either by affixing its common seal or by having them signed on behalf of the company. Most small companies take the signature route, with one director signing in the presence of a witness, or two directors signing, or a director plus the company secretary.
- Issue within the statutory deadline. The company must complete and have ready for delivery any certificates for shares allotted within two months of the allotment. The same two-month window applies when shares are transferred, running from the date the transfer is lodged with the company. Missing this deadline can be an offence.
- Keep records and store safely. Log the certificate number and issue date in the company's records, and advise the shareholder to keep the original somewhere secure. Replacing a lost certificate is possible but usually involves an indemnity, so a few minutes of filing now saves hassle later.
Common questions
Q Is a share certificate the same as legal ownership of shares?
Not quite. Legal ownership is determined by the entry in the company's register of members, not by the certificate. The certificate is strong evidence of ownership and is what people usually produce to prove it, but if the register says something different, the register takes precedence. For this reason, keeping the register accurate and up to date is just as important as issuing the certificate itself.
Q How long does a UK company have to issue a share certificate?
A company generally has two months to complete share certificates after shares are allotted or after a transfer is lodged with the company. The deadline is set by the Companies Act 2006. Failing to meet it can amount to an offence by the company and its officers, so directors issuing shares should build this timeline into their process rather than treating it as optional.
Q Does a share certificate need to be signed by a director?
The certificate needs to be validly executed by the company. That typically means either applying the company seal (if the company still uses one) or having it signed in line with the Companies Act, usually by two directors, or by one director and the company secretary, or by one director with a witness. Check the company's articles as they may set out a specific method.
Q What happens if I lose my share certificate?
A lost certificate does not mean you have lost your shares, because ownership sits in the register of members. You can ask the company for a replacement. Most companies will require a written request and a signed indemnity, protecting them if the original turns up in the wrong hands. Some may charge a small administrative fee for issuing the duplicate.
Q Do all UK companies still issue paper share certificates?
Many still do, particularly private companies and family businesses where shareholders expect a physical document. Larger and listed companies increasingly rely on uncertificated holdings through CREST, where ownership is recorded electronically and no paper certificate exists. Whether a company issues paper certificates depends on its articles, its registrar's arrangements, and whether the shares are held in certificated or uncertificated form.
Q Can a share certificate be issued in joint names?
Yes. Where shares are held jointly, the certificate will usually list all joint holders, with the first-named holder treated as the primary contact for notices and dividend payments. Joint ownership has implications for voting and for what happens when one holder dies, so it is worth thinking through before setting it up rather than after.
Q What is the difference between nominal value and market value on a certificate?
The nominal value (sometimes called par value) is the fixed face value assigned to each share when it was created, often something like one pound or one penny. It appears on the certificate. Market value is what someone is actually willing to pay for the share and can be wildly different. The nominal figure matters for legal and accounting reasons but rarely reflects what the share is really worth.
Sources
This guide is based on primary UK law and official guidance.
- LegislationCompanies Act 2006, section 769 (duty to issue certificates on allotment)legislation.gov.uk
- LegislationCompanies Act 2006, section 776 (duty to issue certificates on transfer)legislation.gov.uk
- Guidance · UK GovCompanies House guidance on running a limited companygov.uk
Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.