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Companies Act 1993

Shares and debentures - Share certificates

95: Share certificates

You could also call this:

“Rules for receiving and using share certificates”

If a company’s shares are listed on a stock exchange, the company must send you a share certificate within 20 working days after issuing shares or registering a transfer of shares. This certificate will tell you the company’s name, what type of shares you have, and how many shares you own.

However, this rule doesn’t apply if the company’s shares can be transferred using a special system that doesn’t need share certificates.

If you own shares in a company that doesn’t have to follow these rules, you can ask the company for a certificate for some or all of your shares. The company must send you this certificate within 20 working days. If you only want a certificate for some of your shares, the company will separate your shares into two groups - one for the certificate and one for the rest.

When a share certificate has been given out, the company can’t register a transfer of those shares unless the transfer form comes with the share certificate or proof that it’s been lost or destroyed.

If you want to transfer shares that have a certificate, you need to send the certificate to the company. They will cancel it and won’t give out a new one unless the person getting the shares asks for one.

If a company doesn’t follow these rules about sending share certificates, the company and its directors can be charged with an offence and may have to pay a fine.

These rules don’t change or limit section 100 of the Financial Markets Conduct Act 2013, except for the part about special transfer systems.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320457.

Topics:
Business > Industry rules
Business > Fair trading
Money and consumer rights > Banking and loans
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Part 6 Shares and debentures
Share certificates

95Share certificates

  1. Subject to subsection (2), a company whose shares are subject to a listing agreement with a stock exchange must, within 20 working days after the issue, or registration of a transfer, of shares in the company, as the case may be, send a share certificate to every holder of those shares stating—

  2. the name of the company; and
    1. the class of shares held by that person; and
      1. the number of shares held by that person.

        1. Nothing in subsections (1) or (5) applies in relation to a company the shares in which can be transferred in accordance with the rules of a designated FMI, or under a system approved under section 376 of the Financial Markets Conduct Act 2013, that does not require a share certificate for the transfer of shares.

        2. A shareholder in a company, not being a company to which subsection (1) or subsection (2) applies, may apply to the company for a certificate relating to some or all of the shareholder's shares in the company.

        3. On receipt of an application for a share certificate under subsection (3), the company must, within 20 working days after receiving the application,—

        4. if the application relates to some but not all of the shares, separate the shares shown in the register as owned by the applicant into separate parcels; one parcel being the shares to which the share certificate relates, and the other parcel being any remaining shares; and
          1. in all cases send to the shareholder a certificate stating—
            1. the name of the company; and
              1. the class of shares held by the shareholder; and
                1. the number of shares held by the shareholder to which the certificate relates.

                2. Notwithstanding section 84, where a share certificate has been issued, a transfer of the shares to which it relates must not be registered by the company unless the form of transfer required by that section is accompanied by the share certificate relating to the share, or by evidence as to its loss or destruction and, if required, an indemnity in a form required by the board.

                3. Subject to subsection (1), where shares to which a share certificate relates are to be transferred, and the share certificate is sent to the company to enable the registration of the transfer, the share certificate must be cancelled and no further share certificate issued except at the request of the transferee.

                4. Nothing in this section (except subsection (2)) limits or affects section 100 of the Financial Markets Conduct Act 2013.

                5. If a company fails to comply with subsection (1) or subsection (4),—

                6. the company commits an offence and is liable on conviction to the penalty set out in section 373(1); and
                  1. every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(1).

                    Notes
                    • Section 95(2): replaced, on , by section 18 of the Reserve Bank of New Zealand Amendment Act 2009 (2009 No 53).
                    • Section 95(2): amended, on , by section 163(1) of the Financial Market Infrastructures Act 2021 (2021 No 13).
                    • Section 95(2): amended, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
                    • Section 95(6A): inserted, on , by section 13 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).
                    • Section 95(6A): amended, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).