Indemnity for Lost Share Certificate

Our Indemnity for Lost Share Certificate template:

  • Suitable for any JV company in the UK
  • Full guidance notes included for easy drafting
  • Drafted by an experienced UK lawyer
  • Legal peace of mind at a cost-effective price
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How Does It Work?

  • 1. Download
  • 2. Edit
  • 3. Print
  • 4. Sign

Our Indemnity for Lost Share Certificate template (also covering damaged or destroyed share certificates) is for use by a shareholder or joint shareholders who have lost, damaged or destroyed a share certificate for shares in a limited company.

The party to who you are transferring shares will want an indemnity in respect of the lost share certificate in the event that the certificate turns up in the future.

The company which issued the shares may have its own required or preferred form for such an indemnity, in which case you can ask the company to supply the necessary form, but, if not, then this template will be sufficient to cover what needs to be dealt with in such an indemnity.

If the share certificate was missing, badly damaged or destroyed, then, unless such an indemnity is given, the company would not normally issue a replacement certificate, in case the old one came to light later on and then the owner tried to sell the same shares twice (whether deliberately or innocently).

Using this indemnity for lost share certificate template, the company has the assurance it needs that the original owner of the shares can be held responsible, for the lost share certificate, under the indemnity if there is any such mishap after a replacement certificate has been issued.

Therefore a replacement share certificate can be issued and the original owner can either can sell the shares now or hang onto the certificate, ready for when he or she wants to sell.

Clauses in our Indemnity for Lost Share Certificate template

Read on to get the gist of the contents of the indemnity for lost share certificate (this is an excerpt of the guide that accompanies the template when bought):

In the first paragraph, on line 2, fill in the number of shares the certificate related to and the type or class of shares that they are, e.g. “Ordinary”, “A Ordinary” or “Preference” shares.

The second paragraph is confirmation that the owner is still the proper owner of the shares and that the shares have not been “encumbered” in any way, e.g. by a chattel mortgage over them or the share certificate otherwise having been deposited with anyone by way of security.

The third paragraph is the request for a replacement certificate and the indemnity that is given in respect of the lost share certificate. If the shareholder is trying to transfer or sell the shares at the same time, then choose the second option from the phrases in the first set of square brackets in the third paragraph and also keep the words in square brackets at the end of this paragraph. This indemnity would then be delivered to the company along with as signed stock transfer for in the usual form in order to apply for the transfer of the shares to be registered. If the shareholder is not trying to transfer the shares at this time, then choose the first option from the phrases in the first set of square brackets in this paragraph and delete the words in square brackets at the end of this paragraph.

The fourth paragraph is a promise to return the old original share certificate to the company immediately if it ever comes to light. The company would then return it to its register of share certificates, attaching it to the counterfoil for that certificate and writing “CANCELLED” diagonally all the way across it.

Signature – This indemnity needs signing. Type the name of the shareholder under the dotted line where indicated. If there is more than one shareholder, i.e. the shares are held jointly, then fill in the name or names of the other owners – if there are more than 2 joint owners then simply add further dotted lines and the names below. If there is only one owner, then delete the second dotted line and the space below it for the name to be filed in.

Once the shareholder(s) has/have signed the indemnity, it should be dated on the top of the page (with the date he/she/they signed it or a later date, but not an earlier date). The shareholder should keep a copy of the signed indemnity and give the original to the company. The company should then check the register of members and if everything is in order, issue the replacement certificate.

Our lost share certificate indemnity template can be filled out in as little as five minutes with the help of our detailed drafting notes which are included with the download. All for a cost of just £9.95.