This question comes up often in share transfers.

The register of members, not the share certificate, is proof of legal ownership of shares.

In fact, issuance of share certificate is not mandatory unless the company’s constitution provides for it or a shareholder requests it.

In a recent share transfer I advised on, the parties’ focus was on the new share certificate being issued and delivered. Share certificate is often treated as the “completion point”.

However, legal ownership of shares is only reflected once the company’s register of members is updated to record the transferee as shareholder.

Where this becomes relevant in practice:

• when ownership of shares needs to be evidenced for a subsequent transaction or during due diligence

• when assessing shareholders’ rights (dividends, voting), especially if there is dispute

•  where there is any discrepancy between the register of members and other documents

It may seem like a small detail, but it determines whether the transfer has actually been completed.

Practical takeaway

For a share transfer, don’t treat the certificate as the endpoint.

Make sure the register of members is properly updated.

This post was first posted on LinkedIn on 26 April 2026.