Creations · South Africa
Share Certificates & Registers
Who really owns your company? We issue legally compliant share certificates and maintain your Securities Register as required by law.
What the work covers
Use this scope to identify what you need. Your proposal will confirm the services, records, reporting frequency and fees for your business.
- Official Share Certificates (signed by directors)
- Securities Register (Share Register)
- Share Transfer Forms (CM42)
- Resolutions approving share issues/transfers
- BEE Ownership Affidavit support
What to prepare
Tell us which records are available and where there are gaps. We can then distinguish ongoing work from any initial catch-up.
- Company Registration Documents (Cor14.3)
- ID copies of all shareholders
- Details of percentage ownership
- Proof of share capital payment (if applicable)
- Current MOI, prior share certificates, securities register, and any shareholder agreements
- Board or shareholder approvals for issues, transfers, cancellations, or replacement certificates
Timing and responsibility
Timing depends on the records, approvals and work required. Tell us about any deadline at the start. The engagement should identify the person handling your work, the review responsibilities and any external specialist needed.
The Securities Register
This is not just a list. It is a formal legal record of every share ever issued, transferred, or repurchased by the company.
It tracks certificate numbers, distinctive share numbers, and transfer dates. Without it, you cannot prove the history of ownership.
- Historical tracking
- Certificate numbers
- Transfer dates
- Legal mandate
Authorized vs Issued Capital
Authorized capital is the maximum number of shares a company CAN issue. Issued capital is the number it HAS issued.
We ensure you don't accidentally issue more shares than authorized (which is void) and help you increase authorized capital if needed.
- Capital structure
- Void issuance prevention
- MOI amendments
- Share classes
Share Classes
Not all shares are equal. You can have Ordinary Shares (voting + dividends), N-Shares (dividends only), or Preference Shares (pay out first).
We help you structure different share classes to suit investors, employees, or family members.
- Voting rights
- Dividend rights
- Preference shares
- Employee schemes
Cleaning Up Ownership Records Before They Are Tested
Share certificates and registers are often ignored until a third party asks for them. Banks ask for ownership proof before opening or reviewing accounts. B-BBEE verification needs a clear ownership trail. Investors and buyers want to see issued shares, transfer history, shareholder approvals, and whether the records match the company documents. CIPC beneficial ownership filing also depends on the company having a reliable view of who ultimately owns or controls the entity.
We start by comparing the available documents. The registration certificate, MOI, prior certificates, securities register, shareholder agreements, director records, beneficial ownership information, and any transfer forms should tell the same ownership story. If a certificate was issued but never signed, if shares were transferred informally, or if the register was never updated after a partner exited, the company needs a corrective record before relying on the ownership position.
The work is not only clerical. Share movements can affect tax, donations tax, capital gains tax, B-BBEE status, control rights, banking mandates, and sale negotiations. We flag those issues so directors do not treat a transfer form as a simple admin document when it changes the commercial or tax position of the company.
For SMEs, the end result is a usable statutory pack. Directors can show who owns what, when the shares were issued or transferred, which approvals support the movement, and whether the records align with beneficial ownership and banking requirements. That reduces disputes and makes future funding, supplier onboarding, and due diligence easier.
- Certificates, registers, MOI, and approvals compared
- Beneficial ownership records supported by share evidence
- Transfer and replacement certificate gaps identified
- Tax, B-BBEE, banking, and sale impacts flagged
How the work progresses
- 01
Audit
We review your company documents to determine the current authorized and issued share capital.
- 02
Draft
We prepare the share certificates and update the securities register to reflect true ownership.
- 03
Sign
Directors sign the certificates and shareholders sign the counterfoils.
- 04
Issue
We issue the physical or digital certificates to the shareholders for safekeeping.
Questions before you start
I lost my share certificate. What now?
We can issue a replacement. You will need to sign an indemnity form stating the original is lost, which we prepare for you.
Does CIPC keep a record of shareholders?
Historically, no. CIPC only recorded directors. However, the new Beneficial Ownership filing now requires this data. The company itself MUST keep the register.
Can I transfer shares to my spouse?
Yes, via a Share Transfer Form. Note that this may trigger Capital Gains Tax (CGT) or Donations Tax events.
Do I need a share certificate for a bank account?
Yes. Banks require proof of Ultimate Beneficial Ownership (UBO), and the share certificate is the primary proof.
Why does the securities register matter after beneficial ownership filing?
Beneficial ownership filing depends on the underlying ownership record. The securities register, certificates, transfer forms, and resolutions should support what is filed with CIPC, banks, and B-BBEE reviewers.
Official guidance
Let’s define the next step.
Tell us what you need, what is outstanding and when it matters.