Share Certificates

What is a Share Certificate?

A share certificate is legal proof of ownership of a company. Its a signed document, signed by the directors of the company, and shows information such as the Name and Surname of the individual, the ID number of the person, residential address, the quantity of shares owned and the actual share numbers owned.

Print your Share Certificates

In South Africa, share certificates play a crucial role in corporate governance, shareholder rights, and investment management. While the global trend is moving towards electronic records of shareholding, physical share certificates remain relevant, especially in private companies.

It is supposed to match the share register, a particular series of documents, that specify who has the share certificates, which ones have been cancelled and which are active.

Share certificates are not issued by CIPC the registrar of companies, nor does CIPC keep track of the ownership of your company at the present time. They keep track of directors, namely people reponsible for the company legally and appointed by the shareholders. Subsequently all share certificates, share registers are supposed to be maintained by the directors of the company in a company register.

In South Africa, share certificates are governed by the Companies Act 71 of 2008 and the regulations set out by the Companies and Intellectual Property Commission (CIPC). While listed companies on the Johannesburg Stock Exchange (JSE) use electronic records for shareholding, private companies often issue physical share certificates.

How do I get Share Certificates

Although any director can produce a share certificate, using templates, frequently smaller details of what makes a share certificate legal are neglected. We, as Swiftreg provide quick and easy methods for you to print your share certificates, and to have the legal papers that go with them.

Swiftreg has developed online services that are easy to use. From quick changes to a full share register, profile system that enables you to manage your shares as your company grows.

Start a Share Change

Types of shares in South Africa

There are different types of shares that South African companies can issue, each with its own rights and obligations. The main categories include:

1. Ordinary Shares
Ordinary shares are the most common type of share issued by South African companies. They grant the shareholder:

Voting rights at general meetings.
Dividends, if declared by the company.
Residual claims on assets in case of company liquidation, after debts and preference shares are settled.

2. Preference Shares
Preference shares have certain advantages over ordinary shares, primarily regarding dividend payments and claims on assets. They come in various forms, including:

Cumulative Preference Shares: If the company does not declare a dividend in a given year, the dividend accumulates and must be paid before dividends on ordinary shares in the future.
Non-Cumulative Preference Shares: If dividends are not declared, they do not accumulate.
Participating Preference Shares: These shareholders receive their fixed dividend and may participate in additional profit distribution.
Convertible Preference Shares: These can be converted into ordinary shares after a certain period or upon meeting certain conditions.

3. Deferred Shares
Deferred shares grant limited rights and are often used for company founders or employees. Dividends on these shares are typically paid only after dividends on other classes of shares.

Information Required for a Share Certificate

When issuing a share certificate in South Africa, certain details must be included to comply with legal requirements and ensure accuracy. A valid share certificate typically contains:

Company Name: The full registered name of the company, as recorded with the CIPC.
Company Registration Number: A unique identifier assigned to the company.
Shareholder’s Full Name: The legal name of the individual or entity holding the shares.
Shareholder’s ID or Registration Number: For individuals, this is the South African ID number or passport number (for foreigners). For companies, the registration number is used.
Certificate Number: A unique serial number assigned to each certificate for tracking purposes.
Number of Shares Held: The exact number of shares allocated to the shareholder.
Class of Shares: Whether the shares are ordinary, preference, redeemable, etc.
Date of Issue: The date the certificate was created and issued to the shareholder.
Signature of Authorized Officers: Usually the signatures of the company’s director(s) or secretary.
Company Seal (if applicable): While not legally required, some companies still use a seal for authenticity.

Your share certificate and the Company Register?

Every Company must have a Company Register and minute book. The Register is like the ID book of the company containing all the relevant information of the directors and shareholder and minutes of meetings etc. The company register which we sell have perforated blank pages so that the minutes of each meeting, which are typed on separate pages, can be pasted into the book without the book getting too large. The company register must be held at the registered address. Note: The page must be numbered numerically to eliminate pages going missing.

Share Certificate Printing and Directors

It is the director's responsibility to issue a share certificate.
The signed share certificate becomes the original certificate.
It is fraudulent to have duplicated signed share certificates.
If you inadvertently printed numerous copies of the certificates from the emails we sent you or reprinted more than one copy from your online past purchases, then the duplicated copies must be destroyed, as there should only be one signed certificate per shareholder.
Request to reprint completed electronic share certificates emailed to our clients will be treated as substitution share certificates
SwiftReg does not add new shareholders or make amendments to existing share certificates.
The share certificates should be recorded in the company register and kept at the registered address.
We recommend the service of a qualified company secretary or accountant to assist you with maintaining the company register. These strict procedures are to protect both the directors and the shareholders of the company from fraud and penalties.
The public can have access to view the share register for a set price & directors have 14 days to respond
Directors can issue more shares. (Subject to MOI - suggest to change to shareholders approval)
The share certificates must have sequential numbering. The actual number of shares must be stated on the certificate. You can't have a fraction of a share, but you can own a joint share.
Foreigners must have the share certificate stamped by an "authorised dealer" for Foreign exchange purposes.
There is a R10m fine for non compliance.
The share certificates should be kept in a fire proof safe.
All companies must maintain a share register. Transferring shares
When transferring shares of a profit company the shareholder must first offer his shares to the other shareholders of that (Pty) as stated in MOI
When transferring shares the old certificate must be cancelled and the new share certificate number must be the next highest share certificate number.
Share certificate numbers can't be repeated.
A "balance" certificate must be issued if not all the share are transferred.

Lost Share Certificates

If lost, an affidavit must be signed plus an indemnity covering the person or company redoing the certificate. A replacement share certificate must be issued with specific wording (different from the original) for lost or spelling errors: NEVER REPRINT certificates. The share certificates should be printed out on good quality paper (preferably in colour) and sign by the Directors. If there is only one director a second person must be appointed. The signatures will validate the certificate. There can only be one original signed share certificate.