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Q：
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What is a share certificate under the Companies Act 2016?
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A：
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A share certificate is a formal document issued by a company to its shareholders to prove ownership of shares in the company. Under the Companies Act 2016 (CA 2016), a company may issue share certificates to its shareholders as evidence of the number of shares they own.
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Q：
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Is it mandatory for a company to issue share certificates?
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A：
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Under the CA 2016, private companies are not obligated to issue physical share certificates unless a shareholder has formally requested one or is provided with one in accordance with the provisions set forth in the company’s constitution. The issuance of share certificates is therefore optional; however, the company must maintain an updated register of members to record shareholders' details and the shares held, as the register serves as prima facie evidence of ownership.
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Q：
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What details must be present on a share certificate?
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A：
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A share certificate should include the following details:
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Company name and its registration number
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Name of shareholder
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Number of shares held
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Class of shares
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Share certificate number
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Date of issuance
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Authorised signatures from directors or company secretary, affixed with the company’s common seal (if applicable)
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Q：
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How can a shareholder transfer their shares to another party?
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A：
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To transfer shares, a shareholder must execute a share transfer form, which includes:
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Company’s name
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The details of existing shareholders (transferor)
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The details of new shareholders (transferee)
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The number of shares being transferred
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The price for the shares
After the transfer form is completed, it should be submitted to the Inland Revenue Board (IRB) for assessment within 30 days and pay the stamp duty. Once the stamp certificate is obtained, the company secretary will notify the Registrar of Companies of the changes by updating its register of members and issuing a new share certificate (if applicable).
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Q：
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What happens if a share certificate is lost or damaged?
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A：
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If a share certificate is lost or damaged, the shareholder must notify the company or the board in writing. The company may require the shareholder to sign an affidavit declaring the loss or damage of the certificate with a payment of an administrative fee for the replacement. The board will need to pass a resolution to approve the issuance of a replacement certificate for the lost or damaged one, typically after confirming the details and thereafter updating the share register.
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FAQ
