What to do if a share certificate is lost

Losing a share certificate does not mean losing the shares. Legal ownership of shares in a UK company is recorded in the register of members, and the certificate is only evidence of title. Under the model articles a shareholder whose certificate is lost, stolen or destroyed is entitled to a replacement, subject to the conditions on evidence, indemnity and a reasonable fee that the directors set, so the usual route is a written request, a signed indemnity and a board decision to issue a replacement and cancel the old one.

Are the shares at risk if the certificate is lost?

Not directly. Section 127 of the Companies Act 2006 makes the register of members prima facie evidence of what it is required to contain, including the shares each member holds. Section 768 makes a certificate under the company’s seal prima facie evidence of title for companies in England and Wales or Northern Ireland, and for Scottish companies a sealed or properly subscribed certificate is sufficient evidence unless the contrary is shown. The certificate supports the register; it does not replace it.

A share cannot be moved simply by handing over the certificate. Section 770 stops a company registering a transfer unless a proper instrument of transfer, normally a stock transfer form, has been delivered. The real risk from a lost certificate is fraud: someone presenting the old certificate with a forged transfer form. That is why companies ask for an indemnity before issuing a replacement. If the register is wrong, section 125 lets the person aggrieved, any member or the company apply to court for it to be rectified.

What should the shareholder do first?

1. Confirm the holding. Any member can inspect the register of members free of charge under section 116, after making a request that gives their name and address and the purpose of the request. This confirms the number and class of shares and the name exactly as registered.
2. Search properly. Check with banks, solicitors or anyone who may have taken the certificate as security. If it was deposited with a lender, it is not lost and the lender’s interest needs dealing with.
3. Write to the company (the directors or the company secretary) giving the registered name and address, the number and class of shares, the certificate number if known, and how the certificate was lost, stolen or destroyed.
4. Say what certificates you want. Article 25(2)(a) of the model articles lets the shareholder ask, at the same time, for a single certificate or separate certificates.
5. Return any damaged certificate. If the certificate is damaged or defaced rather than lost, article 25(2)(b) requires it to be returned.

What can the company ask for before replacing it?

Article 25 of the model articles for private companies says that a shareholder whose certificate is damaged, defaced or “said to be lost, stolen or destroyed” is entitled to a replacement, but must comply with such conditions as to evidence, indemnity and payment of a reasonable fee as the directors decide. The company cannot refuse outright, but it can set sensible terms.

Companies formed before October 2009 often still have articles based on Table A. Regulation 7 of Table A lets a lost or destroyed certificate be renewed on such terms as to evidence and indemnity, and payment of the expenses reasonably incurred in investigating evidence, as the directors determine, but otherwise free of charge. Bespoke articles may say something different, so check them before setting terms. A first certificate must always be free under article 24(1).

What goes into the indemnity?

There is no prescribed form. A letter of indemnity for a private company commonly includes:

• a statement that the signatory is the registered and beneficial owner of the shares and has not sold, transferred, charged or deposited them or the certificate;
• a description of the shares and the lost certificate, and how it came to be lost;
• an undertaking to return the original to the company for cancellation if it is found;
• an indemnity to the company and its directors against claims, losses and costs arising from issuing the replacement;
• signature by every registered holder, including all joint holders (see jointly held shares).

For a small family company with one shareholder who is also the director, a simple signed letter is usually proportionate. Where the shares are valuable or the holder is not well known to the board, directors sometimes ask for the indemnity to be backed by a bank or insurer. Listed companies handle replacements through their registrars, under their own procedures.

How should the board record the replacement?

1. The directors check the request against the register and record their decision, with any conditions, in board minutes or a written resolution.
2. The new certificate is prepared under article 24: number and class of shares, nominal value, that they are fully paid, and any distinguishing numbers. It is sealed or executed under section 44, which means two authorised signatories (directors, or the secretary where there is one) or one director signing in the presence of a witness.
3. The new certificate is given a new number and marked as a replacement for the old certificate number, which is recorded as cancelled.
4. The signed indemnity is kept with the company’s records, alongside the minute.

The register of members itself does not change, because the holder and the shares are the same. Section 113 requires the register to show the shares held and the amount paid, not certificate numbers, though many companies keep certificate numbers alongside it as good practice. For the wider rules, see share certificates and statutory registers.

Can the shares be sold or given away before the replacement arrives?

Yes. What the company needs to register a transfer is a proper instrument of transfer (section 770), so a signed stock transfer form is essential. Companies normally also ask for the existing certificate; where it has been lost, an indemnity in lieu is usually accepted. Once the transfer is lodged, the company must register it or give notice of refusal with reasons within two months (section 771), and must have the buyer’s certificate ready within two months of lodging (section 776).

A buyer using a stock transfer form pays Stamp Duty at 0.5% if the transaction is over £1,000; shares given for nothing are not taxed. The process is covered in transferring shares.

What if the shareholder has died?

Personal representatives often find that the certificate cannot be traced. That does not stop the shares being dealt with. Under article 27 of the model articles, a person entitled to shares on death must produce such evidence of entitlement as the directors may properly require, usually the grant of probate or letters of administration, and can then choose to be registered or to have the shares transferred. If the certificate is missing, the personal representatives sign the indemnity instead of the deceased. See transmission of shares on death.

How does this work in practice?

Illustration only. Jo holds 250 ordinary £1 shares in a family company, certificate number 7, lost in a house move.

1. Jo inspects the register, which shows the 250 shares in Jo’s name.
2. Jo writes to the directors asking for a replacement and signs a letter of indemnity.
3. The directors minute their approval, setting no fee because the cost is trivial.
4. Certificate number 12 is issued, executed by two directors and marked “replacement for certificate 7, cancelled”.
5. Months later Jo finds certificate 7 and, as undertaken, returns it to the company to be destroyed.

What mistakes come up most often?

• Issuing a new certificate without cancelling the old number, leaving two valid looking certificates for the same shares.
• Skipping the indemnity because the shareholder is a friend or relative.
• Charging for a first certificate, which article 24(1) does not allow.
• Treating the certificate as the shares themselves, and holding up a transfer or probate while searching for it.
• Not having every joint holder sign the request and indemnity.

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Related Accountapedia entries

• Does a company need a company seal
• Rectifying the register of members
• Can directors refuse to register a share transfer
• What if the statutory registers are not up to date
• What happens to company shares on divorce
• Getting a certificate of good standing
• What to do if records HMRC wants are lost

Sources

• legislation.gov.uk: Act 2006 c. 46, section 127
• legislation.gov.uk: Act 2006 c. 46, section 768
• legislation.gov.uk: Act 2006 c. 46, section 770
• legislation.gov.uk: Act 2006 c. 46, section 125
• legislation.gov.uk: Act 2006 c. 46, section 116
• legislation.gov.uk: SI 2008/3229, schedule 1
• legislation.gov.uk: SI 2008/3229, schedule 1
• legislation.gov.uk: SI 1985/805, schedule part
• legislation.gov.uk: Act 2006 c. 46, section 44
• legislation.gov.uk: Act 2006 c. 46, section 113

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 19 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.