Section 95 — Companies Act 1993: Share certificates

95 Share certificates (1) Subject to subsection (2) of this section, a company whose shares are subject to a listing agreement with a stock exchange must, within 20 working days after the issue, or registration of a transfer, of shares in the company, as the case may be, send a share certificate to every holder of those shares stating— (a) The name of the company; and (b) The class of shares held by that person; and (c) The number of shares held by that person. (2) Nothing in subsection (1) or subsection (5) applies in relation to a company the shares in which can be transferred under a system authorised or approved under the Securities Transfer Act 1991 that does not require a share certificate for the transfer of shares. (3) A shareholder in a company, not being a company to which subsection (1) or subsection (2) of this section applies, may apply to the company for a certificate relating to some or all of the shareholder's shares in the company. (4) On receipt of an application for a share certificate under subsection (3) of this section, the company must, within 20 working days after receiving the application,— (a) If the application relates to some but not all of the shares, separate the shares shown in the register as owned by the applicant into separate parcels; one parcel being the shares to which the share certificate relates, and the other parcel being any remaining shares; and (b) In all cases send to the shareholder a certificate stating— (i) The name of the company; and (ii) The class of shares held by the shareholder; and (iii) The number of shares held by the shareholder to which the certificate relates. (5) Notwithstanding section 84 of this Act, where a share certificate has been issued, a transfer of the shares to which it relates must not be registered by the company unless the form of transfer required by that section is accompanied by the share certificate relating to the share, or by evidence as to its loss or destruction and, if required, an indemnity in a form required by the board. (6) Subject to subsection (1) of this section, where shares to which a share certificate relates are to be transferred, and the share certificate is sent to the company to enable the registration of the transfer, the share certificate must be cancelled and no further share certificate issued except at the request of the transferee. (6A) Nothing in this section (except subsection (2) ) limits or affects section 54 of the Securities Act 1978 . (7) If a company fails to comply with subsection (1) or subsection (4) of this section,— (a) The company commits an offence and is liable on conviction to the penalty set out in section 373(1) of this Act; and (b) Every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(1) of this Act. Subsection (2) was amended, as from 3 May 2001, by section 6 Companies Act 1993 Amendment Act 2001 (2001 No 18) by substituting the words “ or subsection (5) ” for the words “ of this section ” . Subsection (6A) was inserted, as from 1 July 1994, by section 13 Companies Act 1993 Amendment Act 1994 (1994 No 6).