Share certificate generator

No. The company issues its own share certificates. CIPC's FAQs say: "CIPC do not keep record of the shareholders neither the issued shares. Therefore share certificates must be drawn up by the company self." Only changes to authorised shares are filed at CIPC. The company records who holds its shares in its own securities register (section 50).

CIPC's FAQs say share certificates are "not mandatory in terms of the Companies Act, 2008". The Act says a company's securities must be either evidenced by certificates or uncertificated (section 49(2)), and uncertificated securities are recorded by a central securities depository or one of its participants (section 50(3)). What every company must keep is a securities register (section 50(1)). If you're not sure whether your shares are certificated, or what your Memorandum of Incorporation says about certificates, ask your accountant or an attorney.

Fill in what section 51(1) requires: the company's name, the shareholder's name, the number and class of shares (and the series, if any) and any restriction on transfer. Add the certificate number and date of issue. Then two people authorised by the board sign it; the signatures may be "autographic, mechanical or electronic" (section 51(2)). Last, enter the shares in the securities register (section 50(2)). The generator above lays all of this out for you.

The Companies Act doesn't set out a procedure for a lost certificate. Ownership doesn't depend on the paper alone: the securities register "is sufficient proof of the facts recorded in it, in the absence of evidence to the contrary" (section 50(4)). Check your Memorandum of Incorporation for rules on replacement certificates, and ask an attorney or accountant how to cancel the lost one and issue a new one, and whether the company should first take an affidavit or indemnity from the holder.

Yes, every company needs one. Section 50(1) says every company must establish a register of its issued securities and maintain it. For certificated shares it records the names and addresses of the holders, the number of shares issued to each, and any shares whose transfer is restricted (section 50(2)); every transfer is entered too (section 51(5)). The company keeps it, not CIPC: "It is the duty of the company itself to establish and maintain a securities register" (CIPC's FAQs). CIPC asks for the securities register as supporting information when you file beneficial ownership.

Form CM42 is not one of the forms prescribed by the Companies Regulations, 2011. The 2008 Act doesn't prescribe a form either: the company may enter a transfer in its register only if it "is evidenced by a proper instrument of transfer that has been delivered to the company" or was effected by operation of law (section 51(6)). The register entry records the transferee's name and address, the shares transferred and the date of transfer (section 51(5)). Nothing is filed at CIPC for the transfer itself; issued shares "are no longer registered with the CIPC" (CIPC's FAQs). If the company's beneficial owners change, CIPC says the company "has 10 (ten) days to update its BO/securities register". Check the transfer restrictions in your Memorandum of Incorporation first, and ask your accountant about securities transfer tax. More in the securities register guide.