Indemnity for lost share certificate
- Protect your company
- Quick and easy to complete
- Effective for missing, damaged or destroyed share certificates
This template will allow you to produce an indemnity for a lost share certificate.
If a shareholder's original share certificate(s) are lost, stolen, damaged or destroyed, it is very important that you get them to sign an indemnity when they transfer any of those shares to someone else.
The indemnity protects the company if the person is attempting to transfer shares which they do not own. As the transfer will normally need to be approved by the board of directors of the company, a properly signed indemnity will help the directors to decide whether to approve it in the absence of the original share certificate.
For further guidance on the process to follow to transfer shares, see our detailed Q&A on Transferring shares.
You can also purchase this document as part of the Share Transfer Toolkit.
Q&A
When should I use this document?
Use this indemnity for lost share certificates if any shareholder is not able to produce their original share certificates when they want to transfer some of their shares to someone else.
It can be because the originals are lost, stolen, damaged or destroyed - if the shareholder cannot provide the original in a legible form, you need them to sign an indemnity in case there are any problems later.
What does this document cover?
This indemnity for a lost share certificate includes a series of legally binding promises made by the owner of the shares. The promises include:
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that the shares do belong to them;
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that they will give the company the original share certificates if they ever turn up in the future; and
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if there are any problems arising from the fact the original share certificates are not being used, that the shareholder will cover any costs, liabilities etc that the company might be responsible for.
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Why do I need this document?
It is very important that any shareholder who is not able to produce legible original share certificates for a share transfer completes and signs an indemnity, with a witness.
If you do not get one and there is a problem in future, eg if more than one person claims to be the owner of the same shares, your company could end up responsible for the costs of sorting it out and any legal claims that might arise.
Where can I find out more?
For how to transfer shares, including guidance about when you need to use this indemnity, see Transferring shares.
For a template share certificate that you can use, see Share certificate.
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This toolkit contains guidance on the process to follow in order to transfer shares, and copies of all the documents your company will need to properly approve the transfer of shares. The toolkit includes the stock transfer form necessary to make a transfer of shares, company resolutions to approve the transfer, and supporting guidance and documents to give legal effect to a share transfer. The documents contained in this toolkit are suitable for any transfer of shares in a company with the model articles of association.
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