How to Sign a Share Certificate Correctly

Most share certificates produced by small companies are signed by a single director on a single line, with no witness and no second signatory. That is not how the Companies Act says a company executes a document — and while it rarely causes a problem on the day, it becomes a problem exactly when the certificate matters: a share sale, a due diligence exercise, a dispute about who owns what.

Getting it right costs one extra signature. Here's what the rules actually require.

The Short Answer

A share certificate is a document executed by the company. Under section 44 of the Companies Act 2006, a company executes a document in one of three ways:

By affixing its common seal — if it has one (most small companies don't).
By two authorised signatories — typically two directors, or a director and the secretary.
By one director in the presence of a witness who attests the signature.

For a sole-director company, option 3 is the practical route: the director signs, and someone watches and signs as witness. That's the extra signature most certificates are missing.

What Section 44 Actually Says

Section 44(1) sets out the two routes: execution occurs by "the affixing of its common seal, or by signature in accordance with the following provisions."

Section 44(2) then gives the signature options: "by two authorised signatories, or by a director of the company in the presence of a witness who attests the signature."

And section 44(3) defines who counts as an authorised signatory: "every director of the company, and in the case of a private company with a secretary or a public company, the secretary (or any joint secretary) of the company."

Read that last one carefully, because it's where sole-director companies get stuck. Authorised signatories are the directors, plus the secretary if the company has one. A private company isn't required to have a secretary, and most don't. So a company with one director and no secretary has exactly one authorised signatory — which makes "two authorised signatories" impossible and the director-plus-witness route the only signature option available.

Do You Need a Company Seal?

No. Section 45(1) is explicit: "A company may have a common seal, but need not have one."

This is worth stating because searching for how to sign a share certificate turns up a lot of pages selling company seals. A seal is one valid method of execution, not a requirement, and section 44's signature routes are complete alternatives to it.

There is a genuine oddity here that causes confusion. Section 768, which gives a certificate its evidential weight, is phrased in terms of a seal: "a certificate under the common seal of the company specifying any shares held by a member is prima facie evidence of his title to the shares" (in England, Wales and Northern Ireland; in Scotland it is "sufficient evidence, unless the contrary is shown").

That wording predates the modern execution provisions and reads oddly next to a section that makes seals optional. The practical resolution is the one the sections point to together: execute the certificate properly by one of section 44's routes, and don't treat the absence of a seal as a defect. If you do own a seal, using it is perfectly valid.

Who Should Witness

The Act says only that the witness must be present and must attest the signature — it doesn't disqualify anyone. But there is an obvious principle: a witness exists so that an independent person can later confirm the signature was made. Choose accordingly.

Do use someone independent who was genuinely present.
Don't use the shareholder receiving the certificate. It defeats the purpose.
Don't have someone sign as witness who wasn't in the room. That's the one genuinely serious failure here.
Record the witness's name and address alongside their signature, not just a squiggle. An unidentifiable witness cannot be traced to confirm anything.

The same discipline applies to any deed the company or its shareholders execute — a deed of dividend waiver, for instance, has its own witnessing requirement for individuals.

Where the Signature Block Goes

A workable execution block for a sole-director company:

EXECUTED by [COMPANY NAME] LIMITED
Company number: [00000000]

Signature of director: __________________________
Name of director:      [Full name]

in the presence of:

Signature of witness:  __________________________
Name of witness:       [Full name]
Address of witness:    [Full address]

Date: [DD Month YYYY]

For a company with two directors, drop the witness lines and use two signature blocks instead — either two directors, or a director and the secretary if there is one.

The Rest of the Certificate

Execution is the part that gets missed, but a certificate also has to say the right things. The content requirements come from the company's articles — for most companies, article 24 of the model articles — rather than from the Act itself. In practice a certificate should show:

The company's full name and registered number
The shareholder's full name and address
The number of shares and, where there is more than one, the class (see share classes)
The nominal value per share and whether the shares are fully paid
A unique certificate number
The date of issue
The execution block above

Our share certificate template guide covers the content in detail, and the free share certificate generator produces one with the fields and numbering already in place.

The Two-Month Deadlines (and the Two Different Sections)

The certificate has to exist within two months — but which section applies depends on why it's being issued, and these two are frequently swapped.

On allotment — section 769. A company "must, within two months after the allotment of any of its shares, debentures or debenture stock, complete and have ready for delivery" the certificates. See our guide to the allotment of shares.

On transfer — section 776. A company "must, within two months after the date on which a transfer of any of its shares, debentures or debenture stock is lodged with the company, complete and have ready for delivery" the certificates.

Note the difference in when the clock starts: for an allotment it runs from the allotment itself; for a transfer it runs from the date the stock transfer form is lodged with the company, not from the date the parties signed it. Failure to comply is an offence by the officers in default in both cases.

If you see s.769 cited for a transfer, that's the wrong section — a common enough slip that it's worth checking any guidance or template you're working from.

Replacement and Balance Certificates

Two situations that come up and get handled loosely:

Partial transfer. If a shareholder transfers part of their holding, cancel the original certificate and issue two new ones: one to the transferee, and a balance certificate to the transferor for the shares they kept. Both need proper execution.
Lost certificate. Issue a duplicate marked as such, with a new certificate number, normally against an indemnity from the shareholder. Record the cancellation of the original so your certificate log and your register of members still reconcile.

Common Mistakes

One director signing alone with no witness. The most common defect. A sole director with no secretary cannot use the two-signatory route, so the witness is not optional.

A witness who wasn't present. Attestation means the witness saw the signature happen.

The receiving shareholder witnessing their own certificate. Not independent.

Witness signature with no name or address. Unidentifiable, and therefore useless as evidence later.

Assuming a seal is required. Section 45(1) says it isn't.

Citing s.769 for a transfer. It's s.776 for transfers, s.769 for allotments.

Forgetting the balance certificate on a partial transfer.

Key Takeaways

A share certificate is executed by the company: common seal, two authorised signatories, or one director plus an attesting witness (s.44(1)-(2)).
Authorised signatories are the directors, plus the secretary only if the company has one (s.44(3)) — so a sole-director company with no secretary must use the witness route.
A common seal is optional (s.45(1)). Don't buy one to satisfy a rule that doesn't exist.
A properly executed certificate is prima facie evidence of title (s.768).
Two months to have certificates ready: from allotment (s.769) or from the transfer being lodged with the company (s.776). Different sections, different start points.
Record the witness's name and address; use someone independent; issue balance certificates on partial transfers.

How CompanyMinder Helps

CompanyMinder generates share certificates with the execution block already laid out for your company's officer structure — the director-plus-witness form where there's a single director, two signatory lines where there are two — so the signature routes in section 44 are followed by default rather than remembered. Certificates are numbered per company and issued from your register of members, and the two-month allotment and transfer deadlines are tracked against the share event that triggered them, alongside your other filing dates.

A Note on Scope

This is general guidance based on the published Companies Act 2006 and the Companies (Model Articles) Regulations 2008. Certificate content requirements come from your own articles, which may differ from the model articles, and companies with bespoke articles, multiple share classes, or corporate shareholders should check their own drafting. Where a certificate will be relied on in a share sale or a dispute, have the execution reviewed by a solicitor. It is not legal advice.