Lost Share Indemnity Letter (Share Certificate — England & Wales)

Losing a share certificate does not have to bring a transaction to a standstill. This lawyer-drafted Lost Share Indemnity Letter provides the complete legal framework for registering the transfer of shares where the original certificate has been lost or destroyed — protecting the company, the transferee and the registered holder throughout the process.

What This Template Does

A share certificate is the formal documentary evidence of ownership of shares in a UK private limited company. When an original certificate cannot be produced — whether lost, misplaced or destroyed — the company cannot simply proceed with a transfer without appropriate legal protection in place.

This indemnity formally confirms the loss or destruction of the certificate, requests registration of the transfer without production of the original, and provides the company with a binding legal indemnity against any claims arising from proceeding without it.

This is not a simplified approximation. It is the document used by UK lawyers in live share transfer transactions. Now it is yours.

What's Inside

This template covers every element required to protect all parties where a share certificate has been lost or destroyed:

• Confirmation of Loss or Destruction — Formally records that the original share certificate has been lost or destroyed and confirms that the shares have not been transferred, charged, lent, deposited or otherwise dealt with in any way that could affect the registered holder's title — a critical protection for the company before proceeding

• Request for Registration — Formally requests the company to register the transfer of shares in accordance with the accompanying stock transfer form without production of the original certificate, and to enter the transferee on the register of members as legal owner

• Indemnity — A comprehensive, binding indemnity protecting the company against all claims, actions, proceedings, losses, liabilities, costs and expenses arising from registering the transfer without production of the original certificate — drafted to the standard expected by UK company lawyers in live transactions

• Continuity of Indemnity — Confirms that the indemnity remains in force even if the original certificate is subsequently found and returned, and applies regardless of whether the certificate number and date are known — eliminating any ambiguity in the company's position

• Return Obligation — Obliges the registered holder to return the original certificate to the company for cancellation in the event it is found, protecting the company against the risk of duplicate certificates in circulation

• Details of Lost Certificate — A structured schedule recording the certificate number, number and description of shares and the name and address of the registered holder — providing a clear and precise documentary record

• Execution as a Deed — This indemnity is executed as a deed, with full witness signature requirements, giving it the legal force required to bind the indemnifying party and protect the company under English law

• Governing Law & Jurisdiction — Drafted under English law with exclusive jurisdiction of the courts of England and Wales

Who Needs This

This document is essential for:

• Shareholders transferring shares where the original share certificate has been lost or destroyed and a replacement or transfer is required before or during a transaction

• Company directors and secretaries responsible for maintaining the company's statutory registers who need to register a share transfer without production of the original certificate

• Buyers and investors acquiring shares in a UK private limited company where the seller cannot produce the original certificate at completion

• Solicitors and legal professionals managing share transfers as part of an SPA or corporate restructuring where certificate production is not possible

• SMEs and owner-managed businesses dealing with lost certificates outside of a formal transaction who need a professionally drafted indemnity to protect the company's position

Why This Document Matters

Proceeding with a share transfer without the original certificate and without a properly executed indemnity in place exposes the company to significant legal risk. If the original certificate subsequently surfaces and is used to assert competing ownership, the company has no protection without this document. A properly drafted Lost Share Indemnity is not an administrative formality — it is essential legal protection.

Why Buy From Us

This indemnity has been used in real share transfer transactions by qualified UK lawyers. Every provision — from the confirmation of loss to the binding indemnity and deed execution requirements — reflects how this document is drafted and used in live UK corporate transactions. You receive a fully editable Word document, ready to be tailored to your shares, your company and your registered holder details.

The document your lawyer would charge hundreds to draft. Yours today, for a fraction of the cost.