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Share certificate template for Canadian corporations

Fill in the corporation, the shareholder and the shares, and the certificate appears as you type, naming the right statute and including the statements Canadian corporations put on a certificate.

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Where the corporation was incorporated. Other provinces and territories are not covered yet.

Statements on the certificate

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About this share certificate template

The certificate follows the form used in Canadian minute books: the corporation’s name and governing statute at the top, a certificate number, the holder and the shares, then the statements a corporate statute expects on the face of a certificate. Choose the jurisdiction and the template names the right statute.

A certificate is evidence of ownership; the securities register is the record. Each time you issue a certificate, enter the issue in the register with the date, the number of shares, the consideration paid and the certificate number. A certificate that does not match the register causes trouble at a sale, a financing or a lender’s review.

Share certificate questions

What must a Canadian share certificate say?

On its face, a certificate states the name of the corporation, the statute it was incorporated under, the name of the registered holder, and the number and class of shares the certificate represents. It must also note any restriction on transfer, any lien the corporation has on the shares, any unanimous shareholder agreement, and, where the corporation can issue more than one class, that the corporation will provide the rights attached to each class on request. This template includes each of those statements.

Who signs a share certificate?

Whoever the by-laws or a directors’ resolution authorize, usually one or two directors or officers such as the president and the secretary. A corporation with a single director normally has that director sign.

Does my corporation have to issue share certificates?

A shareholder is entitled to a certificate. The federal, Ontario, British Columbia, Alberta and Quebec statutes also let a corporation issue uncertificated shares, recorded in the securities register, as long as it sends the holder a written notice with the information a certificate would contain. Check what your by-laws or organizational resolutions say before you switch.

How should share certificates be numbered?

Give each certificate the next number in sequence and never reuse a number, even after a certificate is cancelled on a transfer. Record the number in the securities register beside the issue or transfer it relates to, and keep cancelled certificates in the minute book marked cancelled.

What happens to the certificate when shares are transferred?

The holder signs the transfer, the old certificate is cancelled, and the corporation issues a new certificate to the buyer and, if the seller keeps some shares, another for the balance. The directors usually approve the transfer by resolution if the articles restrict transfers.

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