The Art (and Science) of Issuing Share Certificates and Numbering Shares

But, in reality, it is a precise function with legal, operational, and even reputational significance.

Here is a refresher on some critical best practices that ensure accuracy and consistency in your share register:

1. Share Certificate Numbers Are Unique – Forever

Once issued, a share certificate number is never reused, even if the certificate is later cancelled. Each certificate must be assigned in consecutive numerical order based on when the shares are issued or transferred.

2. Re-Issuing Certificates? Use a Suffix

Lost or reissued certificates must be distinctly identified. For example, if Certificate No. 5 is re-issued, label the new one as 5A. The certificate must clearly state that it replaces the original, with details like the date and reason (e.g. change of shareholder name).

3. Transferring Shares? Cancel and Start Afresh

Whenever shares are transferred:

• The original certificate must be surrendered and cancelled.
• The transferee is issued a brand-new certificate number, even if they already hold shares.
• Share numbering on the new certificate must match exactly with what was on the transferor’s certificate.

For example, if a shareholder holding shares numbered 501 to 1000 transfers 50 shares (951–1000), you will:

• Issue a new certificate (e.g. No. 5) to the transferee for shares 951–1000.
• Issue another new certificate (e.g. No. 6) to the transferor for the remaining 501–950.

4. Precise Share Numbering is Non-Negotiable

Every share is like real estate, it has a fixed, unique number that stays with it regardless of who owns it. Shares must be numbered consecutively and methodically:

• If 250 shares are being issued and the last share issued was No. 405, the new shares will be numbered from 406 to 655.
• Never renumber shares that have been transferred, they keep their original numbering history.

5. Date the Certificate Wisely

The date on a certificate should reflect the actual date of signing. If there is a mismatch with the share acquisition date, note the acquisition date on the stub or foot of the certificate, not within the certificate’s main body.

Pro Tip: Always treat share certificates with the same care as legal title deeds, they evidence ownership and must be meticulously recorded. Missteps in share numbering or certificate re-issuance can lead to major disputes or compliance issues down the road.

Whether you are a seasoned company secretary or just starting out in corporate compliance, understanding the discipline behind share management is not just good practice, it is good governance.

Let us continue the conversation. How does your organisation manage share transfers and reissues? Do you use automation or stick to traditional registers?

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