- A company must issue a share certificate within two months of allotment or transfer.
- The register of members, not the certificate, is the legal proof of share ownership.
- Electronic share certificates are valid if the articles and signing rules are met.
A company share certificate is the document a UK limited company issues to a shareholder to evidence the shares they hold, and if you have allotted or transferred shares you have to produce one. Get the essentials sorted quickly with Sleek’s accounting service, then use this guide to issue the certificate correctly.
The certificate shows the company name and registration number, the shareholder’s name, the number and class of shares, and the amount paid. It is evidence of ownership rather than the legal record. Your company’s register of members, kept by whoever handles your company secretary duties, is what actually establishes who owns the shares.
One quick note before you read on. If you are holding a paper certificate in a listed company and want to sell it, this page is not for you, and a stockbroker is who you need. This guide is for private companies issuing certificates to their own shareholders.
Does a limited company have to issue share certificates?
Yes. A private limited company must issue a share certificate to each shareholder, and under the model articles it does so free of charge. This is not optional, and it applies whether you brought in a co-founder, took on a small investor, or simply issued yourself the single subscriber share at incorporation.
The obligation sits in section 769 of the Companies Act 2006 for allotments and section 776 for transfers. Failing to issue a certificate is an offence by the company and every officer in default, though in practice for a small private company it is a technical breach rather than a penalty-generating one.
Here is the honest position most guides skip. Plenty of small companies issue shares informally and never produce a certificate at all. If that is you, fix it rather than panic about it. The point of issuing the certificate now is that a shareholder who cannot evidence their holding creates friction later, at an investment round, a share sale, or a due diligence check.
When does the certificate have to be issued?
Within two months. Section 769 gives the company two months from the date shares are allotted to have the certificate ready for delivery, and section 776 applies the same two-month window when shares are transferred.
The clock is concrete, so worked through it looks like this. Allot shares on 1 June and the certificate must be ready by 31 July. The same two months runs from the date a proper instrument of transfer is lodged with the company, or from the date shares pass by transmission, for example on the death of a shareholder.
Separately from the certificate, when you allot new shares you also file a SH01 return of allotment with Companies House within one month. The certificate and the SH01 are two different jobs with two different deadlines, and people often do one and forget the other.
What must appear on a share certificate?
A share certificate is short, but each field earns its place. Missing details can lead to disputes or make the certificate easy to challenge, so check each one.
A valid UK share certificate should state:
- The company’s full registered name and its Companies House registration number.
- The shareholder’s full name.
- The number of shares and their class, for example 100 Ordinary shares.
- The nominal (par) value of each share and the amount paid or treated as paid up.
- A unique certificate number, kept sequential in a log of issued, cancelled, and replaced certificates.
- The date of issue and valid execution by the company.
The “amount paid” line is where share premium shows up. If shares were issued for more than their nominal value, the excess is premium and is accounted for separately, so the figure on the certificate needs to be right.
What must a UK share certificate template include?
Sleek does not provide a downloadable template, and you do not strictly need one. A share certificate is a plain document, and once it carries the fields listed above it is compliant. If you build your own, base it on your company’s articles rather than a generic form, since the articles set the signing and format rules that actually bind you.
A workable layout runs top to bottom like this. A heading reading “Share Certificate”, then the company name and number, then the shareholder and their shareholding, then the certificate number and date, and finally the signature block. Keep a copy of every certificate you issue, including cancelled or replaced ones, though there is no need to send copies to Companies House or HMRC.
Can share certificates be electronic?
Yes, and for most new companies this is the sensible default. UK law does not require a share certificate to be on paper, and an electronic certificate is valid as long as it carries the required content and is signed in line with the Companies Act 2006 and your articles.
Electronic certificates are worth adopting for practical reasons rather than novelty. They cannot be lost or damaged, they are quicker to issue when an investor is waiting, and they are easier to store and share with a lawyer or accountant at a due diligence stage. Most private companies now issue in PDF and keep the file in their company records.
Two conditions still apply. The electronic version must be properly authorised, usually by electronic signature, and shareholders should be told that certificates are being issued digitally. Beyond that, a digital certificate carries exactly the same weight as a paper one.
Does it need a company seal?
No, in almost all cases. Most companies formed today never adopt a common seal, and the model articles do not require one for a share certificate.
Execution instead follows section 44 of the Companies Act 2006, which gives you two straightforward routes. Two authorised signatories can sign, meaning two directors, or a director and the company secretary. Alternatively a single director can sign in the presence of a witness who attests the signature, which is the common route for a sole-director company.
If your company does happen to have a seal, or your articles specifically require one, then use it. Check the articles before you finalise your certificate, because they are what govern here, not a generic template.
Do certificates work differently on a transfer versus a new share issue?
The document is the same, but what triggers it differs. On a new allotment the two-month clock starts from the allotment date, and you also file the SH01 with Companies House. On a transfer the clock starts when a completed stock transfer form and the existing certificate are lodged with the company.
On a transfer there is also an admin step people miss. The company cancels the seller’s old certificate and issues a fresh certificate to the buyer for their shares, and if the seller keeps some shares they get a new certificate for the balance too. The transfer is only complete once the change is entered in the register of members.
What happens if a share certificate is lost or destroyed?
You issue a replacement. A lost or destroyed certificate does not affect the shareholder’s ownership, because ownership sits in the register of members, so the fix is administrative rather than serious.
The company usually asks the shareholder for a letter of indemnity first. That protects the company if the “lost” certificate later resurfaces in someone else’s hands. Once the indemnity is in place, the company cancels the old certificate number in its log and issues a replacement carrying a new number.
Is the certificate really your proof of ownership?
This is the point most content gets wrong. The share certificate is evidence of title, but the register of members is the legal record. Where the two conflict, the register wins.
Section 768 of the Companies Act 2006 puts it precisely: a certificate is prima facie evidence of title, meaning it is accepted as correct until proved otherwise. Actual title is constituted by entry in the register. This is why a well-run company keeps its register current, and why a missing certificate is a smaller problem than a missing or inaccurate register.
For a growing company this distinction matters at exactly the moments that count. An investor’s solicitor will check the register, not just the certificates, and a company that has issued shares but not maintained its register properly will hit friction in diligence. The certificate is the receipt; the register is the account.
How Sleek helps with company share certificates
Sleek handles the whole share-issue job, not just the certificate. When you allot or transfer shares, a qualified accountant issues the certificate, updates your statutory register of members, and files the SH01 with Companies House, so the paperwork and the legal record actually match. AI does the routine preparation, a real accountant checks it, and you see every step through the audit trail.
That matters most if you have already issued shares without documenting them properly and want it put right before your next round or a company sale. Sleek’s accounting service covers statutory registers and filings alongside your accounts, and if you are still at the setup stage, company incorporation gets your share structure and registers right from day one.
Issued shares without the documents to match?
FAQs on company share certificate
Is a share certificate a legal requirement in the UK?
Yes. Under the Companies Act 2006 a company must issue a share certificate when shares are allotted or transferred, and the model articles require it to be issued free of charge. Not issuing one is an offence by the company’s officers, though for a small private company it is usually treated as a technical breach to be corrected rather than a fined one.
How long does a company have to issue a share certificate?
Two months. The company has two months from the date of allotment, or from the date a transfer is lodged, to have the certificate ready for delivery. If you allot shares on 1 June, the certificate is due by 31 July.
Do I need a company seal to issue a share certificate?
Almost certainly not. Most modern companies have no common seal, and the model articles do not require one. The certificate can be signed by two directors, by a director and the company secretary, or by one director in front of a witness who attests the signature.
Does a share certificate need to be filed with Companies House?
No. Share certificates are internal company records and are not sent to Companies House or HMRC. When you allot new shares you do file an SH01 return within one month, but that is a separate filing from the certificate itself.
Is the share certificate or the register of members the legal proof of ownership?
The register of members. The certificate is prima facie evidence of title, accepted as correct until shown otherwise, but legal ownership is established by entry in the register. Where the two disagree, the register prevails.
Do I need a new certificate when shares are transferred?
Yes. On a transfer the company cancels the seller’s certificate and issues a new one to the buyer, and issues a further certificate to the seller for any shares they retain. The transfer is only complete once the register of members is updated.
Can I keep my company's share certificates as PDFs?
Yes. Electronic share certificates are valid in the UK provided they carry the required content and are signed appropriately, so keeping them as PDFs in your company records is fine. Make sure the digital system is secure and backed up, and that shareholders know certificates are issued electronically.
