Compliance · South Africa

Lost share certificate? How to get a replacement in South Africa

By Uminathi Business Start-Up ServicesPublished 20 October 2026Updated 20 October 20263 min read

Quick answer

Because the company issues share certificates, the company also issues the replacement. The shareholder usually signs an affidavit or indemnity confirming the original is lost, the board approves a replacement, a new certificate is issued (often marked as replacing the old number), and the securities register is updated. CIPC is not involved.

Read the complete guide below.

At a glance

Who issues the replacement	The company
Usually needed	An affidavit or indemnity from the shareholder about the lost certificate
Approval	A board resolution, as the company's MOI requires
Then	Cancel the old certificate number in the securities register
CIPC involved?	No

Yes. A share certificate is issued by the company, not by CIPC, so the company can issue a replacement. The Companies Act does not prescribe a special form for this, so follow your company's Memorandum of Incorporation (MOI) and the usual steps below.

Why is an indemnity needed?

The indemnity protects the company if the old certificate turns up and someone tries to use it. The shareholder confirms the certificate is lost or destroyed and that they have not sold or pledged the shares, and agrees to hold the company harmless. Some companies use a sworn affidavit instead, or both.

The shareholder signs an affidavit or indemnity about the lost certificate.
The board passes a resolution approving a replacement.
The company issues a new certificate with a new certificate number, noting that it replaces the lost one.
The securities register is updated: the old number is cancelled and the new one recorded.
Two authorised people sign the new certificate.

What if the company never issued a certificate?

This is common. Many companies were registered but never issued certificates at all. In that case it is not a replacement: the company simply issues the original certificates now, based on the shareholding agreed when the company was formed, and records them in the securities register.

What if the certificate is damaged?

Return the damaged certificate to the company and it can issue a new one in the same way. The damaged original is cancelled and kept with the company records.

How long does a replacement take?

There is no government step, so it can be done the same day once the indemnity and board approval are in place. On our website you can choose "Replacement certificate", upload the signed indemnity and receive the new certificate instantly once you pay.

Step by step

Sign the indemnity. The shareholder confirms the certificate is lost and indemnifies the company.
Board approval. The board resolves to issue a replacement.
Issue the new certificate. Give it a new certificate number and note that it replaces the lost one.
Update the register. Cancel the old number and record the new certificate in the securities register.

Frequently asked questions

Does CIPC replace lost share certificates?

No. CIPC does not issue share certificates. The company issues the replacement.

Do I need a lawyer to replace a share certificate?

Not usually. The company can do it, following its MOI. Get advice if there is a dispute about who owns the shares.

Can I use a copy of my old share certificate?

A copy is not a substitute for the original. If the original is lost, the safer route is a proper replacement.

How much does a replacement share certificate cost?

With Uminathi it is the same R450 as a new certificate, including the securities register.

Official sources

Uminathi Business Start-Up Services is a private company. We are not part of, or acting for, CIPC, SARS, National Treasury (CSD), CIDB, the Department of Employment and Labour or any other government body. Requirements change, so always confirm with the official source.