News and Insights

Following the recent amendments to the Companies (Jersey) Law 1991, which came into force on 1 June 2026, Viberts has published a series of briefings considering the specific changes introduced and their practical impact on businesses operating in Jersey.

This latest article in our “Espresso” series considers the key changes to the statutory requirements relating to share certificates.
 
Previously, companies were generally required to complete and have share certificates ready for delivery within two months of an allotment of shares or within two months after a transfer was lodged with the company, subject to certain exceptions. Where a certificate was issued, the statutory authentication requirements were also relatively prescriptive: a certificate had to be sealed by the company, signed by two directors, or signed by one director and the company secretary in order to constitute prima facie evidence of the member's title.
 
The new regime gives both companies and shareholders greater flexibility in issuing share certificates.
 
A company now has greater scope to determine an appropriate method for signing share certificates, including the use of electronic signature platforms.
 
Share certificates may also be signed by any person authorised in accordance with the articles.

Although the default statutory requirement for share certificates has not disappeared, a company's articles may now expressly provide that share certificates need not be issued, allowing companies that wish to operate on a certificate-free basis to do so.

Independently of any provision in the articles, an individual member may waive in writing their right to a share certificate. That waiver is revocable: if the member subsequently delivers a written revocation to the company's registered office, the company must complete and have the relevant certificate ready for delivery within two months.
 
These changes are intended to make the transfer and allotment of shares more efficient and administratively straightforward.
 
Jersey companies wishing to take advantage of these changes should review their articles of association and their procedures for preparing, signing and issuing share certificates and, where appropriate, update them to reflect the new regime.