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The content concerns Finnish legislation.

Share Certificates

It is not mandatory to issue share certificates. Share certificate(s) shall, however, be issued at the request of a shareholder. If the company has incorporated in the book-entry system, there are no share certificates. Instead shares and their owning are listed on the date base held by the Finnish Central Securities Depository Ltd. See further, [1.4.4 Book-Entry System and Book-Entry Shares].

Prior to the issuance of share certificates it should be considered whether it makes sense for the company to issue such. Risks may be attached to a share certificate if, e.g., it gets stolen or lost. In such a case a third person might claim that the rights attached to the shares belong to him/her. A dispute arising from the unclear status of share ownership is usually expensive as well as time consuming and the result thereof is uncertain.

A share certificate is practical mainly in companies where it is essential to transfer and pledge shares. A share certificate may govern one or several shares. It may be issued only after full payment for the relevant share has been made. An interim certificate may be issued prior to this.

The company’s share certificates shall include following contents:

  • notation of the company’s business name registered with the Trade Register;

  • registered office of the company; the company’s address, its business identity code and possible liquidation status;

  • number of the share certificate;

  • the serial numbers of the shares or the quantity of shares;

  • the share class, if the company may have several share classes;

  • further, possible consent and redemption clauses included in the company’s articles of association, or a statement thereof, shall be included in the share certificates. In the absence of such statement, the members of the board of directors may become liable for damages in the event the transferee of the shares suffers a loss due to the absence of the statement. Damages to be compensated might include, e.g., such resulting from the absence of a consent clause in accordance with the articles of association where the company does not give its consent to the transfer of shares.

The share certificate shall be dated and signed by the Board of Directors or a person duly authorized by the Board of Directors. The signature may be printed or reproduced in a comparable manner.

The share certificate shall without delay be marked in an appropriate manner, when:

  1. the share is cancelled;

  2. assets are distributed or shares issued against the presentation of the share certificate; or

  3. a certificate is issued against the presentation of the share certificate.

The company may not automatically issue a new share certificate in case the old one has been lost or damaged. The old share certificate must first be cancelled. By cancelling is meant that the document is declared invalid. The district court may on petition cancel a document according to Act on Cancellation of Documents whereupon all the rights relating to the document are removed.

If the share certificate is issued as a replacement for a cancelled share certificate, this shall be mentioned in the share certificate.