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Share certificates – handling common scenarios

Share certificates

In this article we will solve some common scenarios with share certificates, which often cause confusion.

Which share certificates are required to be issued after the transfer of shares?

Firstly, it is a basic requirement that the transfer form (form J30) be completed by the current and, if necessary, the new owner, and then certified by HM Revenue and Customs. The document fee must be paid to HMRC buyer of the shares.

Upon completion, the company will receive a stamped transfer form and the original share certificate. Then you must check that the details of the holding company are the same as those in the register of members of the company. If all goes well there, registered members can be updated to reflect the transfer of shares.

It is good practice to eradicate or write “Cancelled” to clear the old certificate with the date. If the transfer is only part of the owner`s shareholding, then they will need a new certificate representing the decreased holding.

The new certificate with a unique number must be given to the person receiving the shares within two months of delivery. If the shares are divided between two or more different new media (e.g., half are sold to one person and the rest to another), each of them will seek confirmation of their participation. But, as mentioned earlier, there is no reason to send multiple certificates for common interest.
If the company does not issue shares within the above notice, the new shareholder of the company has not fulfilled its obligation by law to do so.

Replacement share certificates?

If a share certificate is destroyed, lost, stolen or damaged, the shareholder’s have the right to seek and obtain a replacement certificate of shares in respect of the shares covered by this certificate.

The process to be followed depends on whether the person is still certified. If the certificate is still owned by members, then it must be returned to the Company. The old certificate will be cancelled and the new one issued as described above.

If you do not have a certificate, it is common for a company to inquire about the circumstances of their loss. It is common practice to issue the certificate, only if the shareholder has a complete form of indemnity.

If it is found subsequently, then the old certificate must be returned to the company. This condition will be included in the form of compensation to shareholders.

The question of Indemnity

This confirms that the shareholder is the beneficial owner of the shares covered by the certificate and disclaims any responsibility to the public which may arise in connection with this. By signing the application fees, the shareholder, even if it is dependent on the original certificate to ask the company to replace another, and the company suffers financial loss, will cover the losses. If the amounts are large, the fee should be signed by a bank or insurance company.

What happens if you change the name or address of shareholders?

If you vow to change their name, they are often looking for new share certificates. Prior to the issuance of a replacement, companies must seek evidence of any name change. This usually takes the form of a marriage certificate or deed poll equivalent. When you have evidence, and the release of a replacement share certificate with details of the changes is given, it is also important to update the member`s register with new details.

It is not usually necessary to replace share certificates if the registered shareholders change their address. However, the membership register can again be updated with the new address.

Your Virtual Office London can help your business become a Limited Company, if you need help or advice our team can provide the expertise your business needs. We are based in London and are happy to arrange a face to face meeting where we can discuss your specific needs and requirements.

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