Numbered shares: what they are, requirements, and more

Learn what Numbered shares are, why they are required and some countries, and how to automate them with Capboard

What are numbered shares?

In some countries, each company share needs to be identified with a unique number to distinguish them. Share numbers are assigned when shares are issued, and noted when transferred.

Numbered shares were widely used in the past to certify who was the true owner of a share. Some countries used share certificates, others numbered shares or made mandatory for companies to keep record of their shareholders in public records. Today, they are still required in some jurisdictions, and tools like Capboard help company directors and lawyers managing share numbers.

Example of numbered shares

If a company has 3,000 outstanding shares, there will be a share numbered as 1, another one as 2... until the 3,000th. If the company has 3 shareholders owning 33% of the company each (1,000 shares), share numbers will be as follow:

  • Shareholder 1: 1 - 1,000
  • Shareholder 2: 1,001 - 2000
  • Shareholder 3: 2,001 - 3,000

Share number requirements

Numbering shares follow the same structure, wherever it is used:

  • Share numbers are unique.
  • Numbers are assigned by order when new shares are issue. So it a company already has 10,000 shares and issues 1,000 more, its numeration will be 10,001-11,000.
  • When shares are transferred to another shareholder, the numbers are kept.

How to automate numbered shares

Capboard helps companies managing numbered shares and other topics related to compliance like share certificates, share registry and cap tables. The main features are:

  • Share numbers are automatically generated, taking into account existing shares.
  • Edit share numbers at will, and will be taken into account.

Numbered shares are set as optional for some countries on Capboard. If you wish to activate it, go to Company Settings > General.

Requirements by country

United States

Numbered shares are not required as share certificates are used.

United Kingdom

It is required unless all shares are paid up and rank "pari passu" or equally, as per Companies Act 2006 c. 46 s. 543 Numbering of shares:

  1. Each share in a company having a share capital must be distinguished by its appropriate number, except in the following circumstances.
  2. If at any time—
    1. all the issued shares in a company are fully paid up and rank pari passu for all purposes, or
    2. all the issued shares of a particular class in a company are fully paid up and rank pari passu for all purposes,
  3. none of those shares need thereafter have a distinguishing number so long as it remains fully paid up and ranks pari passu for all purposes with all shares of the same class for the time being issued and fully paid up.How to automate numbered shares

India

Keeping unique share numbers is mandatory, as per Section 45 of the Companies Act, 2013: Numbering of shares:

Every share in a company having a share capital shall be distinguished by its distinctive number: Provided that nothing in this section shall apply to a share held by a person whose name is entered as holder of beneficial interest in such share in the records of a depository.

Australia

Numbered shares are not required in Australia if the company issues share certificates which are uniquely distinguished by a number recorded in the register of members. As per CORPORATIONS ACT 2001 - SECT 1070B.

Spain

Numbered shares are required and widely used in cap tables and contracts. As per the Article 22 of the Capital Companies Law:

When incorporating a company, the contract must include "the amount each shareholder invests and the numbering of the shares issued in exchange."
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