Share Certificates Hong Kong Company

Share certificate also known as certificate of stock is a legal document and can be defined as a proof of ownership of a specific number of shares in a corporation.

What information must be included on the share certificate as at the date of issue?

• The name of the person who is entitled to the certificate
• The specific number of shares held by this person
• The extent to which the shares are paid up

Some companies may have different classes of shares. In that case, the statement of capital on the share certificate shall state the types of classes. If the company have non-voting rights, the non-voting rights must be specified.
It is recommended, that the company issues separate share certificates for different classes.

Loss of share certificate

Private companies

Shares of private companies are not readily marketable, therefore the replacing procedure of lost share certificate is informal.

Public listed company

A shareholder may apply for a replacement in a listed company that has issued the share certificate.
A form NSA1 needs to be submitted along with a statutory declaration containing the following:

• Confirmation that the original certificate has been lost and that no other person is entitled to have his/her name registered in respected of the shares
• Declaration whether the shareholder has executed any transfer in respect of the shares
• Date when the original certificate was last in the shareholder’s possession
• How the shareholder ceased to have possession of the share certificate

However, the shareholder should always check with the Share Registrar first on the contents of the statutory declaration.

Publication requirements  

Once the Form NS1 and the statutory declaration are received by the company, the accuracy should be checked first. The company must prepare a notice in order to issue a new certificate and submit a copy of the notice to the Hong Kong Exchange. The HKEx will issue a certificate that the notice is being exhibited inside the premises of the Exchange. Then the company has to publish the notice on the company’s website and the HKEx on their official website for one month for shares not exceeding HK$200,000 and three months for the shares exceeding this value. In this case, the notice should also be published in the Gazzette.

Issue of new certificate

If the company comply with the publication requirements and no objection is received, a new certificate can be issued. The company must publish a notice on the website within 14 days after the share certificate issue and deliver a copy of the certificate to the HKEx.