Whether you’re setting up a new Limited company or bringing in new investors, shares play a big role in how company ownership is structured and managed. But once those shares are issued, how do you officially prove who owns what? That’s where share certificates come in.

In this guide, we’ll walk you through everything UK business owners need to know about share certificates - from what they are and when you need one, to what information they need to include and how to issue them correctly. 

What is a share certificate?

A share certificate is a legal document that proves ownership of shares in a private Limited company. It’s a bit like a receipt, but for equity. It confirms that the person named on the certificate officially holds a certain number of shares in your limited company. 

If you’ve set up a Limited company and issued shares to yourself (or others), you’re legally required to create and issue share certificates. They’re an important part of keeping your company records in order - and they’re documents that Companies House requires you to have.

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Are share certificates a legal requirement in the UK?

Yes, for private Limited companies. Under the Companies Act 2006, all private UK companies Limited by shares must issue share certificates to shareholders within two months of the shares being issued or transferred. 

That includes:

• New companies issuing shares to their founders
• Existing companies issuing new shares to raise capital
• Transfers of shares between shareholders (for example, if someone sells their shares)

Even if you're the only shareholder in your company, you still need a share certificate to prove your ownership of the business.

What does a share certificate include?

A share certificate doesn’t need to be overly complicated, but it does need to include the following:

• Company name and registration number
• Certificate number (usually sequential)
• Shareholder’s name and address
• Number and class of shares held
• Nominal value of the shares (e.g. £1 per share)
• Issue date of the shares
• Signatures of company officers (usually one or two directors)

Some companies choose to include their company seal too, but this isn’t a legal requirement.

How do I issue a share certificate?

Issuing a share certificate is pretty straightforward, especially for small business owners. You can read all about how to add shareholders to a Limited company here in our recent blog post. Or, here's a quick breakdown of how the process works:

1. Record the share issue or transfer: First, log the transaction in your company’s statutory registers - specifically the register of members and the register of allotments (if it’s a new issue). This ensures your Companies House records and your internal company records match.
2. Prepare the certificate: Use a template (plenty are available online) or accounting software to create the certificate. Make sure it includes all the required details we listed above.
3. Sign the certificate: It must be signed by at least one company director, or two authorised officers. Some companies also choose to print on headed paper for an extra professional touch.
4. Distribute to the shareholder: You must provide the certificate to the shareholder within two months of the issue or transfer of shares.
5. Keep a copy: It’s good practice to keep copies of all share certificates on file, either in digital or physical form. HMRC or Companies House could ask to see them.

Digital share certificates vs physical share certificates

Nowadays, most companies issue share certificates electronically. This is completely acceptable under UK law, as long as they include the information mentioned above and are signed appropriately.

You can still issue physical share certificates as well, but there’s no legal requirement to provide a printed version. 

What happens if I forget to issue a share certificate?

Forgetting to issue a share certificate might seem like a small error, but it can lead to bigger issues down the line - especially if you’re trying to attract investors or sell your business.

Without share certificates, shareholders may struggle to prove ownership. This can complicate:

• Selling or transferring shares
• Raising capital
• Applying for loans or grants
• Resolving shareholder disputes

In short: it’s not worth skipping.

If you’ve realised that you forgot to issue share certificates, it’s not the end of the world - just get them issued as soon as possible and make sure your company records are up to date.

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UK share certificate template 

If you’re ready to issue your first share certificate, here’s a simple outline of what it might look like:

ABC Limited
Company Number: 12345678

Share Certificate
This is to certify that Jane Smith of 1 Business Lane, London, SW1A 1AA is the registered holder of 100 Ordinary Shares of £1 each in ABC Limited, fully paid up.

Given under the common seal (or authorised signature) of the company on 10 April 2025.

Signed:
John Smith, Director
Lucy Richards, Director

Of course, your actual certificate may vary slightly depending on your company’s structure, share classes and so on.

Can share certificates be cancelled or reissued?

Yes. If a certificate is lost, damaged or needs to be updated (for example, due to a name change), you can cancel the original and issue a replacement.

Just make sure to:

• Record the cancellation and reissue in your company’s register of members
• Include a note that the new certificate replaces the old one
• Keep a copy of the original certificate and the replacement

If you're unsure, it’s a good idea to speak to an accountant or company secretary before making changes.

Ready to prep your share certificates?

Whether you’re the sole shareholder in a brand-new Limited company or managing a team of equity-holding co-founders, share certificates play a big part in keeping your company records clean, compliant and professional.

They may seem like a formality, but you need them as proof of ownership and they’ll help prevent confusion or disputes down the line. So, if you're running a Limited company in the UK, it's worth taking a few minutes to make sure your share certificates are in place, accurate and up to date.

If you need any help, at Crunch, we help small business owners, freelancers and startups navigate all of their financial and tax responsibilities - share certificates included. Get in touch today if you’d like support from one of our friendly experts. We’d love to hear from you!

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