Issuing Share Certificates and the Share Register at a Pty (2026)
OurPower - Last verified 2026-05-03
What the share register is
Section 50 of the Companies Act 2008 requires every Pty to keep a securities register. This is the official record of who owns what shares in the company. It is private - kept at the registered office, accessible to directors, shareholders and CIPC.
Beneficial Ownership filing at CIPC pulls from this register. Banks, investors, and tax authorities reference it during due diligence.
What information the register must contain
- Name and address of each shareholder.
- Number, class and series of shares held by each.
- Date the shares were issued or transferred.
- Certificate number(s) issued.
- Any restrictions on transfer (e.g. drag-along clauses in MOI).
- Beneficial ownership: who controls those shares (now mandatory).
Issuing share certificates
Each shareholder is entitled to a share certificate as prima facie evidence of ownership. Required information on the certificate:
- Company name and registration number
- Certificate number (sequential)
- Shareholder name and ID/Reg
- Number, class and series of shares
- Date of issue
- Director signature(s)
- Statement: "This certificate is issued in terms of section 51 of the Companies Act 71 of 2008."
Transferring shares
- Buyer and seller sign a Share Transfer Form (Form 35).
- Update the share register with the new shareholder details.
- Cancel the old share certificate. Issue a new one to the buyer.
- Update Beneficial Ownership at CIPC if the transfer crosses the 5% threshold.
- Pay Securities Transfer Tax (STT) - 0.25% of the value, payable to SARS within 14 days.
- Update FICA / KYC records at the bank.
Common mistakes
- Not keeping a register at all - common in one-person Ptys. Banks and SARS will eventually ask.
- Forgetting Securities Transfer Tax on share transfers.
- Not updating BO when someone's holding crosses 5% (required filing within 10 business days).
- Issuing certificates with wrong / inconsistent class designations.
Frequently asked questions
Do I really need a share register if I'm a one-person Pty?
Yes - the Companies Act applies regardless of size. Banks and SARS sometimes ask. BO filing references it.
What's the difference between authorised and issued shares?
Authorised = the maximum number of shares the MOI says the company CAN issue. Issued = the number actually held by shareholders. You can issue up to but not beyond authorised.
Do I need a lawyer to draft a share certificate?
No - templates are publicly available and the Companies Act prescribes the basics. Lawyers are needed for complex share-class structures (preference shares, employee options).
Tools to help
Related guides
General guidance for South African company registration. Not legal or tax advice. CIPC fees and SARS rules change - figures verified 2026-05-03. Sources: CIPC, SARS, BizPortal.