Share Certificates – Issued and Matched to Your Register

A corporate share certificate in Canada is the corporation's written evidence that a named person holds a stated number of shares of a stated class. Nothing is filed with Corporate Registry when shares are issued or transferred; the change is recorded in the securities register in your minute book, and the top five voting shareholders are reported once a year on the annual return.

Who this is for

• The founder whose minute book has blank certificates, or none, and whose bank or CPA has asked for proof of who owns the shares.
• The owner adding a shareholder, a spouse's holding company or a new partner, who needs the new certificates and the cancelled ones handled correctly.
• The CPA, bookkeeper or law clerk who wants certificates formatted to the securities register, in PDF, for every client from one account at partner pricing.

How it works

1. Tell us the holdings in the online form: each shareholder's name and address, the class and number of shares, and the date of issue or transfer. About 10 minutes.
2. A trained agent checks the classes against your articles and the running totals against your securities register, so no certificate shows a class that does not exist or shares that were never authorized.
3. We number the certificates in sequence, mark any certificates being replaced as cancelled, and update the register to match.
4. You sign where we mark. The PDF set arrives within 1–2 business days; printed certificates ship in 5–7 business days.

When to issue share certificates

Certificates are issued at two moments: when the first shares are issued after incorporation, through the organizational resolutions, and whenever shares change hands afterward. A transfer cancels the old certificate and issues a new one to the buyer, and the register records both. If a past transfer was never documented, we flag it and point you to a lawyer, because we do not give legal advice. For the reporting side of a change in ownership, see reporting a shareholder change.

Common mistakes we catch before filing

Most of these come from a share certificate template filled in by hand:

• A share class on the certificate that is not in the articles, or more shares than the articles authorize.
• Two certificates with the same number, or gaps in the sequence that make an auditor ask what happened.
• A new certificate issued for a transfer while the old one was never cancelled.
• Certificates signed by someone the bylaws do not authorize, or not signed at all.
• A register that lists shareholders with no certificate, or certificates for people not on the register.

What you need before you start

• Your Articles of Incorporation, or tell us to order a copy, so we can read the share classes and any transfer restrictions.
• The name and address of every shareholder and the shares each holds: class, number, date and what was paid.
• For a transfer: the seller, the buyer, the number of shares, the date, and the directors' resolution approving it if your articles require consent.
• Your securities register, if one exists, so the new certificates continue the sequence.

Requirements in Alberta

• Alberta corporations must keep their share records, including the securities register and share certificates, as part of their corporate records.
• A share transfer is a minute-book transaction, not a Corporate Registry filing; shareholders are reported to the registry on the annual return (the top five voting shareholders, with names, addresses and percentages).
• What a certificate must state and who must sign it are set by the Act and your bylaws.
• Professional corporations: voting shares must be held by licensed members of the profession, and we check each holder against the regulator's rule before issuing.