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August 30, 2026
How Do I Issue Share Certificates After Company Formation?
After forming a UK company limited by shares, the company should prepare and issue a share certificate to each shareholder. The certificate confirms the number, class and nominal value of the shares registered in that shareholder’s name.
Share certificates are issued by the company—not by Companies House. Companies House records information about the company’s share capital and shareholders, but it does not automatically create individual share certificates following incorporation.
Under the Companies Act 2006, a company must generally complete and have share certificates ready for delivery within two months of an allotment of shares. This normally includes the shares issued to the original subscribers when the company is formed.
A share certificate is a document issued by a company confirming that the named person or organisation is the registered holder of particular shares.
It normally records:
A certificate may cover all the shares of one class held by a shareholder. If the shareholder owns shares of different classes, the company will normally issue a separate certificate for each class.
For example, a shareholder who owns 80 ordinary shares and 20 non-voting shares would normally receive two certificates.
A share certificate is important evidence of a shareholder’s title to the shares. However, it is not the company’s definitive ownership record.
The company’s register of members is the primary legal record of who its shareholders are. A person generally becomes a member when their name is entered in that register.
This means a company should not issue a certificate without ensuring that the corresponding information has been entered correctly in the register of members.
The following records should agree:
If a certificate conflicts with the register of members, the discrepancy should be investigated and corrected promptly.
No. Companies House issues the certificate of incorporation, which confirms the formation of the company.
A certificate of incorporation and a share certificate serve different purposes:
When a company is incorporated, the statement of capital submitted to Companies House identifies its initial share structure and subscribers. This information gives the directors the details needed to create the initial share certificates, but Companies House does not prepare or send those certificates.
The company’s directors are responsible for ensuring that they are issued.
Under section 769 of the Companies Act 2006, a company must generally complete and have certificates ready for delivery within two months after an allotment of shares.
For a newly formed company, the safest approach is to issue the initial certificates as soon as possible after incorporation and, in any event, within the applicable two-month period.
A similar two-month deadline normally applies after a valid share transfer is lodged with the company and registered. In that situation, the company will usually cancel the old certificate and issue a new one to the incoming shareholder.
The articles or terms on which particular shares are issued may affect the procedure, so they should always be checked.
Failure to comply with the statutory certificate requirements can expose company officers in default to legal consequences. Directors should therefore treat share certificates as part of the company’s essential post-incorporation work.
The company issues the certificates through its directors.
In a small company with one director and one shareholder, that individual may handle the entire process. However, the person is acting in different legal capacities:
The company formation agent, accountant or solicitor may prepare the certificates, but responsibility for maintaining accurate company records remains with the directors.
If a formation provider supplied a corporate records pack, the certificates may already have been prepared. The directors should still check them carefully against the incorporation documents and register of members.
Start by reviewing the documents submitted and produced during company formation.
These may include:
Confirm the exact registered company name, company number, incorporation date, share classes, nominal values and number of shares issued to each subscriber.
Do not rely solely on informal emails or an initial business plan. The certificates should reflect the company’s actual registered share structure.
The articles may contain rules about:
Companies using standard model articles should check the applicable provisions governing share certificates. Companies with bespoke articles may have additional requirements.
If the company has several share classes, confirm the rights attached to each class before describing it on the certificate.
The register of members should record each shareholder’s:
The initial subscribers normally become members when the company is incorporated and their names are entered in the register.
The details on every share certificate should match the register exactly.
The register must be kept up to date throughout the company’s existence. Share certificates should never be used as a substitute for maintaining it.
The directors should record that the initial certificates have been approved for issue.
Depending on the company and its articles, this may be documented through:
The record can identify:
The incorporation documents will already establish the initial shareholdings, so the directors are not normally deciding whether to create those initial subscriber shares at this stage. The written record documents the checking, approval and issue of the certificates.
Each certificate should have a unique identifying number.
A simple numbering system might be:
A company with multiple share classes may use a structured system such as:
There is no benefit in making the system unnecessarily complicated. It should simply allow each certificate to be identified and traced through the company’s records.
Certificate numbers should not be reused after a certificate is cancelled.
Each certificate should clearly identify the company and the shares to which it relates.
A typical certificate might state:
This is to certify that [shareholder’s full name] is the registered holder of [number] [class] shares of [nominal value] each in [company name], subject to the company’s articles of association.
The precise wording can vary. It should not incorrectly describe the shareholder’s rights or suggest that shares are fully paid if they are not.
Where two or more people hold shares jointly, the certificate should identify all registered joint holders. The company’s articles should be checked for rules about delivery and signing.
The certificate must be executed in accordance with the Companies Act, the company’s articles and any applicable internal requirements.
Depending on the circumstances, execution may involve:
An authorised signatory can include a director and, where the company has one, its company secretary.
Most private companies are not required to have or use a company seal. A seal should not be added merely for appearance if the company has not adopted or authorised one.
Electronic execution and electronic delivery may be possible, but the company should ensure that its articles, internal process and the recipient’s arrangements support the chosen method. Where certainty is important, professional advice should be obtained.
Although it is distinct from the statutory register of members, maintaining a share certificate register is good administrative practice.
It can record:
This makes it easier to trace the company’s ownership history and identify certificates that are still valid.
Once properly executed, the certificate should be delivered to the shareholder or made ready for delivery within the statutory deadline.
Depending on the agreed arrangements, delivery may be made:
The company should retain evidence of the delivery or collection date.
If a physical certificate is posted, the company should use the shareholder’s current address and consider tracked delivery for valuable or sensitive documents.
The company should retain a copy of each issued certificate.
The company records should include:
Copies should be stored securely because share certificates contain sensitive ownership information.
The exact format should comply with the company’s articles and applicable law. A well-prepared certificate normally includes the following:
Use the company’s full registered name, including “Limited” or “Ltd”, and its registered company number.
If the company later changes its name, existing certificates do not necessarily become invalid solely because they show the former name. However, the company may decide to replace them to avoid confusion.
Use the full legal name of the registered shareholder.
If the shareholder is a company, use its correct registered corporate name rather than a brand or trading name.
Where a nominee holds the shares, the certificate normally identifies the nominee as the registered legal holder. The beneficial ownership arrangement should be documented separately and any PSC or other disclosure obligations must still be considered.
State:
The nominal value is not the same as the market value of the company or the price for which the shares might later be sold.
Include the date on which the certificate was issued and ensure that it is executed using a legally valid method.
Avoid dating a certificate before the company’s incorporation or before the relevant shares were legally allotted.
No. Copies of individual share certificates are not normally filed with Companies House.
The company retains them as part of its internal corporate records. However, Companies House may need to be informed about changes to the company’s share capital or shareholder information through filings such as:
Issuing a certificate does not replace any required Companies House filing.
For the initial subscriber shares created on incorporation, the relevant information is normally included in the incorporation application and initial statement of capital.
Yes. A company with one director and one shareholder should still issue a share certificate.
The fact that the same person controls and owns the company does not remove the need for proper company records. The company is a separate legal entity, and its share ownership should be documented accordingly.
The company should maintain:
These records can become particularly important if the company later opens a bank account, receives investment, adds another shareholder or is sold.
A company may be able to create and deliver share certificates electronically, provided that it follows the applicable legal requirements and its articles do not require a different process.
A digital certificate should have appropriate controls to protect it from unauthorised alteration. The company should also keep a secure and reliable record of:
Simply typing a shareholder’s name into an unsigned PDF may not amount to valid execution.
For complex share structures, investor transactions or disputed ownership, the company should obtain legal advice about electronic execution and recordkeeping.
A share transfer is different from a new allotment.
When existing shares are transferred, the company will normally need to:
A company must generally have the new certificate ready for delivery within two months after a valid transfer is lodged and registered.
Companies House is not normally notified immediately of an ordinary transfer through a standalone transfer form. The updated shareholder information is usually reflected in the next confirmation statement, while the company’s own register of members should be updated when the transfer takes effect.
Where a company issues additional shares after formation, it must complete the proper allotment process before issuing certificates.
This may involve:
The certificate should reflect the shares actually allotted and the amount paid or treated as paid.
A certificate should not be issued merely because someone has agreed informally to invest. The legal allotment process must first be completed.
If a certificate contains an error, the company should not simply amend the original by hand.
A safer process is to:
If the mistake also appears in a Companies House filing, a corrective filing may be required.
Where the error concerns the identity of the shareholder, number of shares or class rights, the company should obtain professional advice before making changes. What appears to be an administrative error may involve a defective allotment or transfer.
A shareholder who loses a certificate should notify the company promptly.
The company’s articles will often allow a replacement to be issued after the shareholder:
The original certificate should be marked as cancelled in the certificate register so that it cannot later be treated as current.
The replacement should have a new certificate number and may be marked “replacement” or “duplicate”.
If there is a dispute, suspected fraud or a significant share value, the company should obtain legal advice before issuing the replacement.
Directors should avoid the following errors:
Small discrepancies can create significant problems during investment, banking checks, due diligence, succession or the sale of the company.
Before delivering a certificate, confirm that:
A company must generally complete and have certificates ready for delivery within two months after shares are allotted, subject to limited exceptions. The applicable articles and share terms should also be checked.
The certificate must be executed in a manner permitted by company law and the company’s articles. Depending on the arrangement, this may involve two authorised signatories, a director signing before a witness or another valid execution method.
Not usually. Most private limited companies are not required to have or use a seal. The company’s articles should be checked.
Yes. One certificate can normally cover multiple shares of the same class held by the same shareholder.
Separate certificates are normally used for different share classes because each class may carry different rights and terms.
Share certificates cannot normally be downloaded from Companies House because Companies House does not issue or retain them. They must be prepared and maintained by the company.
The certificate should show its genuine date of issue. It should not be backdated to a time before the company existed or before the relevant shares were allotted.
The certificate is executed on behalf of the company. The shareholder does not ordinarily sign merely to acknowledge ownership, although other share subscription or transfer documents may require their signature.
Yes. A shareholder does not need to live in the UK. The company can deliver a physical or, where properly permitted, electronic certificate to an overseas shareholder.
No. A company limited by guarantee does not have shareholders or share capital. Its members are guarantors, so it does not issue share certificates.
To issue share certificates after forming a UK company, check the initial statement of capital and articles, enter each shareholder in the register of members, approve the certificates, assign unique certificate numbers and execute them correctly on behalf of the company.
Each certificate should accurately identify the company, shareholder, number and class of shares, nominal value and paid status. The company should generally complete and have the initial certificates ready for delivery within two months of the shares being allotted.
Share certificates are company records and are not issued or normally filed at Companies House. Directors should retain copies, maintain a certificate register and ensure that the certificates remain consistent with the statutory register of members and all Companies House filings.
