A share certificate is evidence of the securities registered in a holder’s name, while the securities register is the company’s central legal record of issued shares and holders. The register must tell the full history accurately: what was issued, to whom, when, under which authority and what transfers or cancellations followed.

Why the securities register matters most

A company does not establish its ownership merely by telling CIPC who the shareholders are. The underlying company records must support that position.

For the current official requirements, refer to CIPC’s company-record guidance and CIPC’s beneficial ownership filing guide.

The securities register should reconcile issued shares, classes, share certificate numbers and holders. It is also a key source for beneficial ownership filings, due diligence, bank requests and transactions.

What a well-maintained register normally records

• Name and identification or registration details of each holder
• Address and other prescribed holder details
• Class and number of securities held
• Date on which the holder was entered
• Share Certificate number and issue details
• Transfers, cancellations, consolidations or replacements
• Restrictions, beneficial interests or other relevant annotations where applicable

The role of the share certificate

A share certificate is not a substitute for a register. It should match the register and be signed or authenticated according to the company’s requirements.

Lost share certificates should be handled through a documented replacement process. Issuing two live certificates for the same shares creates uncertainty.

Issuing new shares

Before issuing shares, confirm that the company has enough authorised shares of the correct class under its MOI. The board must approve a lawful issue, consider any pre-emptive or shareholder rights and record the subscription and payment terms.

After issue, update the register, prepare the certificate and consider whether beneficial ownership information has changed.

Transferring existing shares

A transfer moves existing shares from one holder to another. It is not the same as issuing additional shares. The transfer should be supported by the correct instrument, approvals, dates, tax considerations and cancellation or endorsement of the old certificate.

The register should show a clear audit trail rather than simply replacing one name with another.

Common record problems

• The total issued shares exceed the MOI’s authorised shares
• Certificates and the register show different percentages
• Certificate numbers are duplicated
• A deceased shareholder is still recorded without an estate process
• Transfers occurred informally without documentation
• A trust or company holder is described incorrectly
• Beneficial ownership filings were made from an unsupported spreadsheet

How to rebuild missing share records

Start with incorporation documents, past resolutions, certificates, agreements, financial statements, tax records and correspondence. Create a chronology and identify gaps.

Where ownership is disputed or evidence conflicts, obtain legal advice. A new register should not be invented merely to produce the preferred outcome.

Example: percentages that do not reconcile

Two certificates may state that shareholders hold 60 and 40 shares, while the financial statements refer to 1,000 issued shares and CIPC beneficial ownership was filed as 50/50. The company needs a chronology of actual issues and transfers. Reprinting certificates without resolving the discrepancy would make the records look neater but less reliable.

Good record discipline

Use sequential certificate numbers, record cancellations, retain issue and transfer resolutions and update the register immediately. A signed PDF pack and controlled editable register should be stored with restricted access.

Related LMW guidance covers CIPC beneficial ownership, CIPC annual returns, and company deregistration and reinstatement.

How LMW Financial Solutions can assist

LMW prepares and updates share certificates, securities registers, resolutions and ownership organograms where the underlying facts can be verified. The records can then be aligned with CIPC beneficial ownership and other compliance submissions.

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Frequently Asked Questions

Is a share certificate proof of ownership?

It is important evidence, but the company’s securities register is the central record and the two should agree.

Does CIPC keep my complete shareholder register?

No. The company is responsible for maintaining its statutory records, although beneficial ownership and related information must be filed with CIPC.

Can shares be transferred by changing the certificate only?

No. A proper transfer process and register update are needed, with any required approvals and tax considerations.

What happens if the share register is missing?

The company should reconstruct it from reliable source documents. Disputed or uncertain ownership may require legal advice.