Companies Act 2006, section 769

Duty of company as to issue of certificates etc on allotment

Part 21 Certification and transfer of securities

(1)A company must, within two months after the allotment of any of its shares, debentures or debenture stock, complete and have ready for delivery—

(a)the certificates of the shares allotted,

(b)the debentures allotted, or

(c)the certificates of the debenture stock allotted.

(2)Subsection (1) does not apply—

(a)if the conditions of issue of the shares, debentures or debenture stock provide otherwise,

(b)in the case of allotment to a financial institution (see section 778), or

(c)in the case of an allotment of shares if, following the allotment, the company has issued a share warrant in respect of the shares (see section 779).

(3)If default is made in complying with subsection (1) an offence is committed by every officer of the company who is in default.

(4)A person guilty of an offence under subsection (3) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Read section 769 in the full Act → Definitions (6) Cases (3)

Definitions used in section 769

company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
share

(1) In the Companies Acts “share”, in relation to a company, means share in the company's share capital.

Defined in s.540(1) · see it in the full Act
debenture

In the Companies Acts“debenture” includes debenture stock, bonds and any other securities of a company, whether or not constituting a charge on the assets of the company.

Defined in s.738 · see it in the full Act
financial institution

“financial institution” means a financial institution within the meaning of Article 1.1 of the Council Directive on the obligations of branches established in a Member State of credit and financial institutions having their head offices outside that Member State regarding the publication of annual accounting documents (the Bank Branches Directive, 89/117/EEC );

Defined in s.1173(1) · see it in the full Act
officer

“officer”, in relation to a body corporate, includes a director, manager or secretary;

Defined in s.1173(1) · see it in the full Act
daily default fine

(1) This section defines what is meant in the Companies Acts where it is provided that a person guilty of an offence is liable on summary conviction to a fine not exceeding a specified amount “and, for continued contravention, a daily default fine” not exceeding a specified amount.

Defined in s.1125(1) · see it in the full Act

Cases considering section 769 (3)

Joanne Brierley v Christopher Howe & Anor (Re 36 Bourne Street Ltd)

[2024] EWHC 2789 (Ch) · 6 November 2024

The court notes that an allotment creates an obligation on the company to issue share certificates within two months. This statutory consequence demonstrates that allotment involves conduct of the company’s affairs. (see para [170])

Konstantin Kamenetskiy & Ors v Vitali Zolotarev & Ors (Re Variti Management Services Limited)

[2023] EWHC 2619 (Ch) · 23 October 2023

The court referred to the statutory obligation to issue share certificates within two months of allotment as a consequence flowing from the prior allotment. (see paras [60]-[61])

Blunt v Jackson & Ors

[2013] EWHC 2090 (Ch) · 17 July 2013

The absence of share certificates was treated as part of the company’s defective corporate documentation and did not determine the petitioner’s underlying shareholding (see para [19]).

What each judgment says about section 769 is in the case-law panel in the full Act.

Amendments and notes

2 notes from legislation.gov.uk

Modifications

  1. C1159S. 769 applied (with modifications) (22.2.2008) by The Northern Rock plc Transfer Order 2008 (S.I. 2008/432), art. 3(8)
  2. C1160S. 769 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 24