Share Certificate: Singapore and Hong Kong Company Rules

A share certificate is a document your own company issues to say that you hold its shares.

It does not make you a shareholder: the register does, and the certificate only reports it.

The short answer

Three things to hold on to:

• Neither ACRA nor the Hong Kong Companies Registry issues a share certificate.
• The certificate is evidence that can be rebutted, in both places.
• An official extract lists shareholders in both places. In Hong Kong it is built from filed forms.

In the United States, "share certificate" also names a credit union savings product. This article covers company shares only.

What a company share certificate is

It is a statement by the company that a named person holds a given number of its shares.

A company issues a new certificate in three situations:

1. shares are allotted, at incorporation or later
2. shares are transferred to a new holder
3. an earlier certificate is lost or destroyed

Hong Kong adds one limit. Under section 139 of the Companies Ordinance, a company has no power to issue share warrants, the bearer form of a share.

Who issues it and what it must state

The company issues it, in practice through its company secretary. The registry plays no part.

Singapore fixes a minimum content in section 123(2) of the Companies Act 1967. The certificate must state, as at its date of issue:

• the name of the company and the authority under which it is constituted
• the address of its registered office in Singapore
• the class of the shares
• whether they are fully or partly paid up
• the amount unpaid on them, if any

Provider guides in both jurisdictions add the same customary details:

• a certificate number
• the shareholder's name
• the number of shares
• the date of issue

Share certificate

Required by section 123(2)

Company

Its name and the authority under which it is constituted

Registered office

The address in Singapore

Class of shares

The class the certificate covers

Paid up

Whether the shares are fully or partly paid up

Amount unpaid

Stated if any amount remains unpaid

Customary, per provider guides

Certificate number

Identifies this certificate

Shareholder's name

Should match the register, and your passport

Number of shares

Should match the register

Date of issue

The statutory items are stated as at this date

For Hong Kong we quote no statutory list of contents. Check the articles and ask the company secretary.

For Hong Kong we quote no statutory list of contents. Section 137 only describes a certificate "specifying any shares held by a member", so check the articles and ask the company secretary.

Issued and paid-up capital are a separate subject. The certificate records what is paid on your shares, not what the company owns.

Issue deadlines in Singapore and Hong Kong

Both laws set a clock, and the two clocks do not start at the same event.

Two errors circulate in provider guides:

• Singapore deadlines quoted as "two months" and "one month", where the Act counts 60 and 30 days.
• Hong Kong's transfer deadline counted from registration, where the Ordinance counts from lodgment with the company.

The Hong Kong transfer deadline does not apply in three cases under section 155:

• stamp duty on the transfer has not been paid
• the transfer is invalid
• the company is entitled to refuse registration, and refuses

A late certificate is an offence for the company and its officers in default, not a loss of rights for you.

• Singapore, section 130AE. A fine of up to S$1,000, plus a default penalty.
• Hong Kong, section 144. A level 4 fine, plus HK$700 for each day the offence continues.

In both places you can serve a notice on the company and go to court if nothing is delivered within 10 days.

Is a share certificate proof of ownership?

It is evidence, and it can be contradicted. Both statutes use careful words.

• Singapore, section 123(1). A certificate specifying the shares held by a member "is prima facie evidence of the title of the member to the shares".
• Hong Kong, section 137. "In the absence of evidence to the contrary", a certificate issued by a company "is proof of the member's title to the shares".

Prima facie means it stands until someone proves otherwise. Guides that call it "legal proof of ownership" drop that condition.

1. 1
   1. The eventShares are allotted, at incorporation or later, or transferred to a new holder.
2. 2
   2. The registerSingapore: electronic register kept by ACRA for every private company. Hong Kong: register of members kept by the company.
3. 3
   3. The certificateIssued by the company. Singapore: 60 days after an allotment, 30 days after a transfer notice is lodged. Hong Kong: 2 months. Evidence that can be rebutted.

A share certificate reports ownership. It does not create it. When the certificate and the register disagree, the certificate is the one that has to be explained.

Singapore says so in plain terms. Under section 123(3), a failure to issue a compliant certificate "does not affect the rights of any holder of shares".

A missing certificate does not cancel your shares, and a certificate does not help if the register says otherwise.

Which register actually counts

Singapore. Since 3 January 2016, ACRA keeps an electronic register of members for every private company, under section 196A. It records:

• the names and addresses of the members
• the shares each one holds and the amount paid on them
• the date of every allotment
• the date each person became a member
• the date a person stopped being one, for the last 7 years

Section 196A(6) makes an entry in that register prima facie evidence of the matters the Act directs to be entered. The register and the certificate carry the same evidential label, and only one is kept by a public authority.

Guides that still describe a register of members kept by the private company predate 2016.

Hong Kong. The company keeps its own register of members, and it is the record a certificate should match.

So the practical weight differs:

• In Singapore, the shareholder list is one paid extract away, which matters when you are setting up a Singapore company with outside investors.
• In Hong Kong, the HK$22 Company Particulars Report also gives shareholder information, taken from forms filed with the Registry. The company's own register stays the record a certificate should match.

Signature and seal

Singapore. Section 123 still speaks of a certificate "under the common or official seal" of the company. Since the 2017 amendments, sections 41B and 41C let a company sign a document without a seal, in one of three ways:

• a director and a secretary
• at least two directors
• one director, in the presence of a witness who attests the signature

Where a written law requires a seal, a signature in that form satisfies it. On our reading that covers a certificate, but check your constitution.

Hong Kong. The certificate is signed as the articles provide. Ask the company secretary which officers sign.

The provisions quoted here do not prescribe paper or a digital file. Before accepting an electronic certificate, confirm with the secretary that the constitution or articles allow it.

Lost share certificate in Singapore

Section 125 gives a complete procedure. The company must issue a duplicate, for a fee not exceeding S$2, when the owner applies with two documents.

Above a threshold, the directors can ask for more. If the shares are worth more than S$500, they may require:

• a newspaper advertisement, with the application following 14 days after publication
• a bond for at least the market value of the shares
• or both

Lost share certificate in Hong Kong

Search results here are filled with loss notices from listed companies. The statutory replacement procedure, in sections 162 to 164 of the Ordinance, covers listed companies.

• The application uses a prescribed form, with a statutory declaration.
• The company publishes a notice on its website.
• A notice in the Gazette is added if the applicant is not the registered holder, or if the shares are worth more than HK$200,000.

For a private company, we found no statutory procedure to quote. Provider guides say replacement is governed by the company's articles and decided by the board, usually against a declaration and an indemnity. Read the articles, then ask the company secretary what the board requires.

What to hand a bank that asks for one

A bank that asks for "a share certificate" usually wants proof of who owns the company. The certificate is one answer, and not always the best one.

The Hong Kong row needs one caution. The Companies Registry says the report takes its shareholder information from the incorporation form, the annual return and the returns of allotment filed with it.

If the holdings have changed since those filings, add the certificate or an extract of the register of members from your secretary. In Singapore, ACRA issues the profile free right after incorporation or an annual return.

For a Hong Kong company, the certificate covers what happened between two filings. Before you send it, check three points:

• your name matches your passport
• the number and class of shares match the register
• the signatures follow the constitution or the articles

One caution for a transfer: stamp duty applies in both jurisdictions, and we quote no rate here.

The summary