Lost Share Certificate in Nigeria: What to Do

If you have lost a share certificate in Nigeria, you still own the shares, because ownership is proved by the company's register of members and not by the piece of paper. Report the loss to the company's registrar, prove your identity, and provide the sworn statement and indemnity the registrar asks for. The registrar can then either issue a replacement certificate or, more usefully for most people, credit the shares to your CSCS account.

What the Certificate Is, and What It Is Not

A share certificate is evidence that, on the day it was issued, the named person was on the register for the stated number of shares. The register is the legal record. If the paper is burnt, eaten by termites or left behind in a house move, the entry on the register is untouched.

The certificate still matters in practice, because a registrar normally wants it surrendered before it will dematerialise, transfer or otherwise deal with the shares. When you cannot surrender it, the registrar needs something in its place: your sworn word that it is lost and your promise to make good any loss if it turns up in someone else's hands.

First, Check Whether the Shares Are Already Electronic

Many holders worry about a certificate that was dematerialised long ago. If the shares were lodged with a stockbroker at any point, they may already be in a CSCS account under your Clearing House Number (CHN), in which case the old certificate was cancelled and nothing needs replacing. Ask any broker you have used for a CSCS statement, or ask the registrar whether the holding is held in certificated or electronic form.

Reporting the Loss to the Registrar

1. Identify the company's current registrar from the latest annual report, the NGX company page or your broker.
2. Write to the registrar stating that the certificate is lost, stolen or destroyed. Give the name on the holding, the address at the time, the company, and the certificate or account number if you have it from a photocopy, an old dividend warrant or a bank statement.
3. Ask the registrar to confirm the number of shares registered and to note the loss on the account, so that any attempt to use the missing certificate is questioned.
4. Request the registrar's lost-certificate requirements and forms. Each registrar sets its own.
5. If the certificate was stolen, a police report is commonly requested as well.

The Affidavit and the Indemnity

Two documents come up with almost every registrar, in one form or another.

• Affidavit or statutory declaration of loss: a statement sworn before a commissioner for oaths or a notary that you are the registered holder, that the certificate is lost or destroyed, that you have not sold, pledged or transferred the shares, and that you will return the original if it is found.
• Indemnity: an undertaking, usually on the registrar's own form, to compensate the company and the registrar if the missing certificate later surfaces with a competing claim. Depending on the registrar and the size of the holding, the indemnity may have to be supported by a bank, an insurer or another guarantor the registrar accepts.

Registrars also ask for a valid photo ID, often a BVN, a passport photograph and a specimen signature, and some require the loss to be published in a newspaper. Administrative charges vary and are set by each registrar, so obtain the current requirements from the registrar's website or customer service desk before swearing any document.

Replacement Certificate or Straight to CSCS?

Once the registrar is satisfied, there are two ways forward. One is a duplicate certificate, which puts you back where you were: holding paper that can be lost again and that cannot be traded on the NGX until it is dematerialised.

The other is to skip the duplicate and ask for the holding to be credited to your CSCS account. For this you need a CSCS account and CHN, opened through a stockbroker, in exactly the same name as the register. Many registrars will process a lost-certificate case and a dematerialisation request together, so that the end result is an electronic holding that appears on your CSCS statement. Whether that combined route is available, and on what conditions, is for the registrar to confirm. Our guide to converting paper share certificates explains the dematerialisation steps in detail.

Problems That Slow Things Down

• The name on the register differs from your ID or your CSCS account, so a correction is needed first.
• The signature on file is decades old and no longer resembles yours.
• The company has been renamed, merged or delisted, and the request went to the wrong registrar.
• The holder has died. A relative cannot swear the loss in their own right; the registrar will deal only with the executor or administrator named in a grant of probate or letters of administration.
• Several certificates were issued over the years, including for bonus shares, and only some are missing. Ask the registrar for a list of certificates outstanding on the account.

Frequently Asked Questions

Can someone who finds my certificate sell my shares?

Holding the paper does not make a person the owner. A transfer or dematerialisation needs the registered holder's verified signature and identification, and the registrar checks both. Reporting the loss promptly adds a further safeguard, because the account is then flagged.

Do I need a lawyer to replace a lost share certificate?

The registrar's process can be completed by the shareholder personally, and the affidavit is sworn at a court registry or before a notary. A lawyer becomes useful where the holder has died, where ownership is disputed or where the registrar asks for documents you are unsure how to prepare.

Will I still receive dividends while the certificate is missing?

Dividends are paid to whoever is on the register, by reference to the e-dividend mandate on file, so a missing certificate does not by itself stop them. If dividends have not been arriving, the more likely cause is a missing or invalid bank mandate, which is dealt with separately.

Is a photocopy of the certificate any use?

It is not a substitute for the original, but it is valuable. It gives the registrar the exact registered name, the certificate number and the number of shares, which makes the account much easier to locate.

The certificate is damaged but I still have it. Is that treated as lost?

Usually not. If the name, number and company can still be read, registrars generally accept the damaged original for surrender. Send a copy first and ask whether the registrar will accept it as it is.

What if I find the original after a replacement has been issued?

The original is cancelled once it has been replaced or dematerialised, and your affidavit will normally include a promise to return it. Send it to the registrar so that it can be destroyed.