A certificate bearing the common seal of the company is proof of a member’s ownership of the shares. Every share certificate should state under seal all of the following details:
- Date of issue
- Name of the company
- The authority under which the company is constituted, i.e. Singapore
- Address of the company’s Registered Office
- Class of shares
- Extent to which shares are paid up g. Name of the registered member
- Number of shares
- Certificate number
If you are named as a member in the company’s register, you will be entitled to receive share certificates free of charge. However, if the shares are held jointly by several persons, the company need only issue one certificate to be delivered to one of the shareholders. Every company should ensure that all necessary share certificates are issued and delivered promptly. The timeline is within 2 months after a share has been issued, or within 1 month after a completed share transfer is lodged with the company.
Below is the extract from Singapore’s Companies Act (CHAPTER 50) pertaining to the duties of the company with respect to issue of share certificates and default in issue of certificates.
Duties of company with respect to issue of certificates and default in issue of certificates
130.—(1) Every company shall within 2 months after the allotment of any of its shares or debentures, and within one month after the date on which a transfer (other than such a transfer as the company is for any reason entitled to refuse to register and does not register) of any of its shares or debentures is lodged with the company, complete and have ready for delivery all the appropriate certificates and debentures in connection with the allotment or transfer.
130.— (2) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
130.— (3) If any company on which a notice has been served requiring the company to make good any default in complying with this section fails to make good the default within 10 days after the service of the notice, the Court may, on the application of the person entitled to have the certificates or the debentures delivered to him, make an order directing the company and any officer of the company to make good the default within such time as is specified in the order, and the order may provide that all costs of and incidental to the application shall be borne by the company or by any officer of the company in default in such proportions as the Court thinks fit.
|Who keeps the share certificate?||Respective shareholders. The secretary shall however keep the portion of the certificate document, where the shareholder signs and acknowledge the receipt of the share certificate.
(However, cancelled shares should be kept by the company secretary).
|What if the share certificates are lost?||The secretary of the Company can issue a duplicate share certificate in place of the lost one in accordance with the Company’s Articles of Association.|
|Who should sign share certificates upon issuance?||Share certificates are to be signed by any two directors. However, if the Company is incorporated with a single director, which is allowed in Singapore, one director and one secretary shall sign the certificates.|
|Should the Company’s common seal be affixed on share certificates||Yes|