A share certificate is the document a company gives a shareholder to show how many shares they hold and of what class. Under the Companies Act 2006, a UK company must have certificates ready within 2 months of allotting or registering a transfer of shares. In England, Wales and Northern Ireland, a sealed certificate is prima facie evidence of ownership.
If you've just set up a limited company, nobody sends you a share certificate. Companies House sends a certificate of incorporation, which proves the company exists. Share certificates come from the company itself, which in a one-person company means you. Here's what the law and the model articles require, from legislation.gov.uk as it reads in October 2026.
When you must issue a share certificate
| Event | Deadline | Where the rule comes from |
|---|---|---|
| Shares allotted (including when the company is formed) | Within 2 months of allotment | Companies Act 2006, section 769 |
| A share transfer lodged with the company | Within 2 months of the transfer being lodged | Companies Act 2006, section 776 |
| A certificate is damaged, defaced, lost, stolen or destroyed | On request, under the company's conditions | Model articles, article 25 |
The insight most new directors miss: the 2-month duty isn't optional paperwork. If the company defaults, section 769 makes it an offence by every officer in default, with a fine and a daily default fine for continued failure. The duty doesn't apply where the terms of issue say otherwise, on an allotment to a financial institution, or where the company has issued a share warrant instead.
What a share certificate must show
Companies that use the model articles for private companies limited by shares must issue each shareholder, free of charge, with one or more certificates. Under article 24, every certificate must specify:
- how many shares it covers and of what class
- the nominal value of those shares
- that the shares are fully paid
- any distinguishing numbers assigned to them
Two more rules from the same article: one certificate can't cover shares of more than one class, and if more than one person holds a share, only one certificate is issued for it. In practice you'll also put the company name and number, the shareholder's name and the date on it, so the certificate matches your register of members.
How a share certificate is signed
Article 24 says a certificate must either carry the company's common seal or be executed in line with the Companies Acts. Most small companies don't have a seal, so section 44 applies. A document is validly executed if it's signed on behalf of the company by:
- two authorised signatories, meaning any two directors, or a director and the company secretary (if the company has one), or
- one director in the presence of a witness who attests the signature.
For a sole director company with no secretary, the second option is the one you'll use: sign it with a witness present and have them sign too.
Why the certificate matters
Section 768 says that in England, Wales and Northern Ireland, a certificate under the company's common seal specifying a member's shares is prima facie evidence of their title. In Scotland, a sealed certificate, or one subscribed under the Requirements of Writing (Scotland) Act 1995, is sufficient evidence unless the contrary is shown. That's why buyers, lenders and investors ask to see share certificates during due diligence. The certificate supports the register of members; it doesn't replace it.
Replacing a lost or damaged certificate
Under model article 25, a shareholder whose certificate is damaged or defaced, or said to be lost, stolen or destroyed, is entitled to a replacement for the same shares. They must return a damaged certificate, and they must meet any conditions the directors set on evidence, an indemnity and payment of a reasonable fee. They can also ask for one combined certificate or separate ones at the same time.
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Common share certificate mistakes
- Putting two classes of share on one certificate. The model articles don't allow it, so ordinary and preference shares each need their own.
- Issuing separate certificates to joint holders of the same share. Only one certificate is issued for a jointly held share.
- Forgetting transfers. When shares change hands, the 2-month clock in section 776 starts when the transfer is lodged with the company.
- Letting the certificate and the register of members say different things. They should always match.
Share value and what goes on the certificate
As of October 2026, GOV.UK notes that a share can have any value, and many founders pick £1 per share to keep each shareholder's liability low. Whatever you choose at registration becomes the nominal value printed on the certificate. If you later pay dividends on those shares, my dividend allowance guide explains how they're taxed, and my company registration guide covers how shares are set up when you form the company.
My verdict
Issue share certificates on the day you form the company, even if you're the only shareholder, and keep a copy with your register of members. It takes ten minutes, it keeps you inside the 2-month deadline, and it saves a scramble when a bank, buyer or investor asks for proof of ownership. If you've already missed the deadline, issue them now, dated correctly, rather than leaving the gap open.
Frequently asked questions
Is a share certificate a legal requirement in the UK?
Yes. Section 769 of the Companies Act 2006 requires a company to complete and have share certificates ready within 2 months of allotting shares, unless an exception applies, such as the terms of issue providing otherwise.
Does Companies House issue share certificates?
No. Companies House sends a certificate of incorporation. Share certificates are issued by the company to its shareholders.
What information goes on a share certificate?
Under the model articles it must show how many shares it covers and their class, their nominal value, that they're fully paid and any distinguishing numbers. It must carry the company seal or be executed under the Companies Acts.
Who signs a share certificate?
If the company has no seal, it can be signed by two authorised signatories, such as two directors, or by one director in the presence of a witness who attests the signature.
How do I replace a lost share certificate?
Under model article 25, the shareholder can ask for a replacement, but must meet any conditions the directors set on evidence, an indemnity and a reasonable fee.
