Lost Share Certificate in Ireland: A Replacement Checklist

First check which certificate is actually missing

A share certificate concerns a member's holding in the company. A certificate of incorporation concerns the company's registration. CRO offers duplicate company and business-name registration certificates through CORE; that is a different service from the company's renewal of a missing share certificate.

Ask the person requesting the document to describe what they need and why. For example, a buyer checking the seller's holding needs different evidence from a supplier confirming that a company exists. Send an accurate description rather than whichever PDF is easiest to find. The recipient decides what evidence it will accept.

• CRO: duplicate registration certificates
• Companies Act 2014, section 99: share certificates

A lost certificate is not automatically a lost shareholding

Section 168 distinguishes subscribers to the constitution from later members, whose agreement and entry in the register of members matter. Section 171 makes the register prima facie evidence of matters required or authorised to be entered in it. The company should examine those records rather than infer a change of ownership from a missing piece of paper.

CRO explains that a share certificate under the common seal is prima facie evidence of the member's title. That is an evidential role, not an instruction to ignore contradictory records or an ownership dispute. Treat the certificate, member register and transaction history as a connected set.

If someone says the holding was sold years ago, pause the replacement process and investigate that transaction. Do not decide that the person who has a scan, or the person who most urgently wants a replacement, must be the current holder.

• Companies Act 2014, section 168: membership
• Companies Act 2014, section 171: evidential role of the register
• CRO: share capital and certificates

Reconcile the holding before preparing anything

Section 169 requires member names and addresses, share particulars, the amount paid or treated as paid, and membership dates in the register. Use that record as the starting point, then compare it with the constitution, relevant allotment or transfer documents, approvals and any surviving certificate copy.

A practical review should establish the exact holder, number and class of shares, relevant share numbers and the paid-up position. Check whether a certificate covered the full holding or only part of it. A familiar ownership percentage is not enough: it can hide different classes, changed capital or an incomplete transfer.

Create a short reconciliation note identifying the documents examined and any unresolved difference. If the register says one thing and the old certificate says another, do not quietly choose the more convenient version. Give the discrepancy to the appropriate company-law adviser before issuing evidence based on it.

• Companies Act 2014, section 169: register particulars

What does section 99 say about a replacement?

Section 99(6) permits renewal of a defaced, lost or destroyed certificate. It allows directors to set terms concerning evidence, indemnity and investigation expenses. Therefore, neither an identical checklist nor an insurance policy should be presented as compulsory for every private-company replacement.

The section refers to EUR 10 or a lesser renewal payment, alongside the provisions concerning evidence, indemnity and out-of-pocket investigation expenses. That statutory reference is not an all-inclusive professional-service quotation or a promise that every case can be completed for that amount.

Explain the circumstances to the company and ask for its requirements in writing. An indemnity can create a real obligation for the person signing it. Have the actual wording and any exposure explained before signing; do not adapt a foreign-company template on the assumption that it fits Irish law and the company's constitution.

• Companies Act 2014, section 99(6): renewal terms

Prepare a useful request, not just a replacement PDF

The following is a suggested information pack, not a prescribed statutory form. Keep facts separate from assumptions. If you do not know the old certificate number, say so and identify the other evidence available rather than inventing a number to fill a template.

Send the request through an agreed secure channel. Do not circulate identity documents or company ownership records to an unverified email address merely because the sender describes themselves as an administrator. Confirm who is handling the request using an established contact route.

• Give the company's exact legal name and CRO number so similarly named entities are not confused.
• Identify the registered holder, relevant share class and holding you believe the certificate covered.
• Explain when the certificate was last seen, how it went missing and the searches already made.
• Supply a surviving scan, certificate reference or correspondence if available, clearly labelled as a copy.
• Disclose any pending sale, pledge, lender arrangement, competing claim or other relevant restriction.
• State who needs the replacement, the transaction timetable and the intended delivery method.
• Ask which evidence, indemnity, approval, execution and separate service scope the company requires.

Check the constitution, authority and execution

Section 31 makes the registered constitution binding on the company and its members, subject to the Act. Section 158 places management with the directors within the statutory and constitutional framework. Review the actual constitution and approval arrangements instead of assuming the secretary can resolve every issue alone.

For execution, section 43 sets rules for authorised use of the common seal and the accompanying signature and countersignature, subject to the Act and constitution. A typed name, pasted signature or decorative digital seal is not a substitute for checking the applicable execution requirements.

As a practical control, keep the decision, approved certificate version, execution record and delivery evidence together. A provider can assist with agreed administrative work, but buying stationery or appointing a secretary does not itself approve a replacement. Confirm who authorises the work and who performs each step.

• Companies Act 2014, section 31: effect of the constitution
• Companies Act 2014, section 158: directors' management powers
• Companies Act 2014, section 43: the common seal

Do not use replacement paperwork to alter ownership

Replacing evidence of an existing holding is different from creating or moving shares. CRO identifies Form B5 as the return of allotments. It says an ordinary share transfer is reflected in the next annual return, and that the stock transfer instrument is not a CRO form. Neither is a shortcut for replacing a missing certificate.

Keep the instructions precise: renewing a certificate is not cancelling the underlying shares. A proposed capital reduction has its own legal process under section 84. Do not record a reduction merely to make an old certificate reference disappear.

If replacement is needed before a genuine transfer, tell the transaction adviser early. They should coordinate the missing-document issue with approvals, restrictions and completion requirements. Avoid promising a buyer a completion date before those questions have been resolved.

• CRO: forms, including return of allotments B5
• CRO: stock and share transfers
• Companies Act 2014, section 84: capital reduction

Example: two founders, one missing certificate

Imagine a fictional LTD with one ordinary-share class. Its records show Founder A holding 60 shares and Founder B holding 40. Founder A moves home and cannot find the certificate for the 60-share holding. The company checks its member register, original subscription records and certificate log; no later transfer is identified.

The task is to assess and document a replacement for the existing holding, following the company's requirements. It is not to allot another 60 shares. Doing that would change the capital and potentially dilute Founder B rather than restore the missing evidence.

Now change the facts: the register records a later transfer of 20 shares from A to B, but an old scan still shows A's original 60. That discrepancy needs investigation. Reproducing the old scan unchanged could give a misleading picture. A convenient template cannot decide which transactions were valid.

What if the register is incomplete or ownership is disputed?

A missing certificate may expose a larger records problem. Section 173 provides routes for rectifying the register, including court applications. Its non-court correction provision cannot adversely affect a person without that person's agreement, and a related CRO notification can be required. A dispute is not solved by silently editing a spreadsheet.

Preserve earlier records and correspondence, identify the parties and dates, and obtain legal advice before changing the record or issuing disputed evidence. Where a holder has died, or a lender may hold the original, explain that circumstance at the outset so the correct authority and process can be considered.

If certificates were never prepared after an allotment or transfer, say that rather than describing them as lost. CRO summarises the usual two-month requirement for certificates after those events, subject to issue conditions. A late original-issue problem should not be disguised by backdating a replacement.

• Companies Act 2014, section 173: register rectification
• CRO: certificate timing and share records

Close the replacement file and prevent duplicate confusion

Maintain a clear link between the missing certificate reference, request, supporting evidence, decision and replacement. Agree how the replacement is identified and how the old reference is marked in the company's certificate log. These are practical audit-trail controls, not a universal statutory numbering template.

If the original later turns up, inform the company immediately and follow its instructions. Do not circulate both as current documents or decide independently that one can be used for a sale. Record the delivery of the replacement and who is responsible for the original if recovered.

For future moves or provider handovers, inventory the statutory books and certificate records before packing them. Keep secure, labelled scans for reference and know who holds originals. A backup helps reconstruction, but does not answer whether a recipient requires an original, certification or additional ownership evidence.

Arrange the right company-secretarial support

StartCompany.ie's ongoing nominee company secretary service covers an appointment with compliance reminders, officer-filing guidance and statutory-record guidance. It is not a standalone lost-certificate replacement product. Share changes, historic reconstruction, indemnity drafting and legal dispute work are not automatically included in that appointment.

If you need ongoing support, review the service and ask whether the team and authorised partners can assist with your particular records issue. If you only need a replacement, contact the team before ordering and confirm availability, deliverables and the separate total payable. Identify whether the assignment is routine administration, transaction support or a matter requiring a solicitor.

Do not buy a new formation package, a company seal or a share-transfer service merely to obtain a replacement document. Choose the service that matches the actual task, and keep the directors' authorisation and the company's record responsibilities clear.