Are Old Share Certificates Still Valid in Nigeria? How to Verify One

Usually, yes, in the sense that matters: an old share certificate still points to a real holding if the company's register of members still shows the shares in that name. The paper does not expire, but it is only evidence. What decides whether it is still meaningful is what the registrar's records say today, and what has happened to the company since the certificate was issued.

The Register Decides, Not the Paper

A certificate records that, on the day it was issued, the named person was registered for a stated number of shares. Since then a great deal may have happened. The shares may have been moved into a CSCS account, sold, transferred, added to by bonus issues, or converted into shares of another company. The certificate records none of that. The register, kept by the company's registrar, records all of it.

Most of the Nigerian market moved from paper to electronic records years ago. In 2016 the CSCS reported that registrars had turned in 98.4% of the registers of shares quoted on the Exchange, so those holdings sit in shareholders' accounts in the CSCS depository, in the custody of the registrars. Holders of the remaining certificates were asked to move them into accounts with stockbrokers. A holding that was never moved is still on the register; it simply cannot be traded until it is.

Where the SEC Stands

The Securities and Exchange Commission has backed full dematerialisation: no new paper certificates, and existing ones converted into electronic holdings in the CSCS. For a holder of old paper, that makes dematerialisation the route back to a usable holding. If anyone tells you a certificate has expired and asks for a fee to revive it, check with the company's registrar directly before paying anything.

How to Verify an Old Certificate

1. Identify the company's current registrar. Registrars change, and so do company names. The latest annual report, the company's page on the NGX website or a stockbroker can tell you.
2. Write to the registrar with a clear copy of the certificate, showing the certificate number, the registered name and address, and the number of shares. Ask whether the holding is still on the register, whether it is held in certificated or electronic form, and how many shares it represents today, including any bonus shares issued since.
3. Ask whether there are unclaimed dividends on the account, and whether the registrar holds a bank mandate for it.
4. Prove your identity in the way the registrar asks. Expect a valid photo ID and often a BVN and a specimen signature, which the registrar compares with what it has on file.
5. If the holding is confirmed, ask for the registrar's dematerialisation requirements, so that the shares can be credited to your CSCS account.

The registrar's written confirmation is the real answer to the question of whether a certificate is still valid. Keep it with the certificate. Our guides cover the next steps: converting a certificate to electronic form, and what to do if a certificate has been lost.

If the Company Has Changed Since

• Renamed. A change of name does not change the shares. The certificate in the old name is dealt with by the registrar of the renamed company, which you find under its current name.
• Merged or acquired. In a merger or scheme of arrangement, the old shares are usually converted into shares of the surviving company or paid out in cash, on terms set out in the scheme documents. The certificate then stands for whatever those terms gave, which the registrar that handled the scheme can confirm.
• Delisted. Delisting takes a company off the Exchange, not your shares off the register. You remain a shareholder of an unlisted company unless a scheme or offer bought you out. Some companies' shares moved to the NASD OTC market instead, as 11 Plc, formerly Mobil Oil Nigeria, announced when it left the Exchange in 2021.
• Liquidated. If the company was wound up, shareholders are paid only from any surplus left after creditors, and often receive nothing. Once a company is dissolved, its shares no longer exist. The liquidator, not the Exchange, is the source of information on any distribution.

When the Name on the Certificate Is Not Quite Yours

Certificates issued decades ago often carry a maiden name, a missing middle name, initials instead of a first name, a different spelling or an old address. The registrar needs to be satisfied that you are the person on the register, and your CSCS account must be in a name the registrar can match before any dematerialisation goes through.

Expect to be asked for evidence linking the two names, such as a marriage certificate, a sworn declaration of change of name or a newspaper publication, together with ID. Requirements differ between registrars, so ask for the exact list before swearing or publishing anything. The correction is made on the register first; the dematerialisation follows.

If the certificate is in the name of someone who has died, it cannot be verified and moved in this way by a relative. The registrar deals only with the executor or administrator named in a grant of probate or letters of administration.

Shares Saver cannot sell shares that are still on paper certificates; they must be dematerialised first. Once holdings found in a search are in electronic form, we send you the transfer forms the holders require, you complete them, and we submit them for you. Moving found shares in is free.

Frequently Asked Questions

Does a Nigerian share certificate expire?

A certificate has no expiry date. Whether it still stands for shares depends on the register, which the company's registrar can confirm.

Can I sell shares with an old certificate?

Not directly. The shares have to be dematerialised into your CSCS account through a broker and the registrar first. Once they are in electronic form, they can be sold.

The company on my certificate no longer exists under that name. Is the certificate worthless?

Not necessarily. A renamed company carries the holding forward unchanged, and a merger usually converted it into something else, either shares or cash. Ask the registrar of the successor company what the holding became.

Will a registrar confirm a holding over the phone?

Expect to be asked for a written request and proof of identity first. The details of a holding belong to the shareholder, and registrars check who is asking before they confirm anything.