Issuing shares and share certificates

 An excerpt from Lawpack's Limited Company Formation Kit.

Once you receive a Certificate of Incorporation from Companies House your limited company is incorporated and you, as limited company directors, are free to start issuing shares and share certificates.

To discuss and agree on how you are going to issue shares and share certificates you will need to hold a meeting of all the limited company directors (called a ‘board meeting’). All board meeting decisions must be recorded in writing (called 'board minutes’). Or, alternatively, all the limited company directors can sign a written resolution.

Issuing shares

The limited company directors should allot and issue one share of £1 each to each of the subscribers to the Memorandum of Association. If you have more than one company director, a majority of the limited company directors must agree to issue shares at the board meeting.

When you’re issuing shares, you don’t need to notify the allotment of the subscriber shares to Companies House. Companies House must be notified within one month of the allotment of any further shares.

Notification of the issue of shares is given by completing and filing Form SH01 (available as a download when you purchase Lawpack’s Limited Company Formation Kit). You should complete yours according to your own requirements.

A Register of Members (included in Lawpack’s Limited Company Formation Kit) should be completed by the company secretary or a company director (if you have no company secretary) to show the one or two subscribers as members of the company.

If the limited company is a single-member company, the Companies Act requires that a statement to this effect be made in the Register of Members.

This statement normally reads as follows: ‘In accordance with company legislation the company has become a one-member private limited company with effect from [insert date] with the sole member being [insert name and address of member].’    

Article: Issuing shares: Q&As

Issuing share certificates

To provide the shareholders with a title document to their shares, you will need to issue share certificates at the first board meeting. Each share certificate must include the following:

  • A share certificate number
  • The number of limited company shares
  • The name of the limited company
  • The name of the holder
  • The address of the holder
  • The number and type of limited company shares issued to the holder
  • The nominal value of the limited company shares
  • A statement of the extent to which the limited company shares are paid up

If your limited company has a company seal, this can be stamped on the share certificate in the presence of either:

  • Two limited company directors; or 
  • One director and the company secretary; or
  • One company director, if you have just one company director and no company secretary. 

If you don’t have a limited company seal, the share certificate can merely be signed by:

  • Two limited company directors; or 
  • One director and the company secretary; or
  • One company director, if you have just one company director and no company secretary. 

The share certificate should be dated on issue.

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Published on: October 11, 2010

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