Signing Share Certificates on Capdesk

Once you have generated share certificates, you can get them signed and this article explains how to do so

To generate share certificates, you can find more information here.

This article will cover:

1. How to sign share certificates

2. What happens to the signed share certificate when the shareholders' holdings change

We use DocuSign for the electronic signatures so before signing the certificates, it is important to add a DocuSign account. Further down this article, we will see how DocuSign allows us to sign the certificates on Capdesk.

To add the account, please click Settings and Add-Ons -> Signing Settings -> Use your own account -> enter the DocuSign details.

By default, you will be using Capdesk's DocuSign account. If you decide to use our account, the first 10 documents come at no cost. However, Capdesk is then charged £2.50 per document thereafter and we will pass on that fee to yourself.

 
Additionally, we have to decide who will be signing the certificates (the issuer/signatory). To do this, click the User Access page (under Settings). The signatory has to be an administrator of the account. If they are a current administrator, they will appear in the list below. 

If they are not a current administrator, click 'Add Administrator'. You will then need to enter their details.

Once created, they will now appear in the list. To provide signing access to the administrator, click on their corresponding action button (3 dots) -> Edit Access.

Scroll down to 'Document and Transaction Approvals' section. As long as the administrator has full access, they can be granted signing access. You will change from "None" to "Write". In addition to giving signing access, you can also make them the default person to do any signing on behalf of the company. Any signing tasks will be assigned to them. Then click "Save".

Once you have generated the share certificates, added the DocuSign account and assigned the signatory, you are ready to get the share certificates signed.

Go to the share certificates page by clicking on Shares page (under Ownership) -> Certificates. For the generated certificate that you would like to sign, click the corresponding action button -> Send for Signing.

You can now see that the share certificate is awaiting signature and it is assigned to the default signatory for the company. If you want to change the signatory, click on the action button (3 dots on the far right) -> Configure Signatories.

You will be able to change this signatory to another administrator who has signing access.

You can review and sign the share certificate (by clicking on action button and select Review and Sign).

This will lead you to a page to add / select a witness (if applicable). Your witness will be invited via email to log into the platform and sign the certificate.

Once you have selected / added witness details, you will see the below:

You and your witness will need to be signed in on Capdesk and found in the same physical location before you are allowed to sign (this is to ensure that the signing is valid under UK law).

If it is not possible for both you and your witness to log in and sign at that moment, you can sign the agreement at a later time by navigating back to 'Tasks' which you can do so by clicking on "Exit" in the top left side.

If you would like to change your witness, similarly, go to "Review and Sign" again. Then "Add New Witness".

When you and your witness is ready to sign, click on the action button (...), and select 'Review and Sign'.

Once you and your witness are both logged in and ready to sign, you will be directed to the share certificate signing page. However, you will not be able to read the full document until you hit the green 'Continue' button, shown below.

For additional options, including the option to sign at a later time, click 'More Options' and select your preferred one from the drop-down menu.

Once you have clicked on "Continue", you'll then be able to sign the share certificate. To sign, click on the yellow box with the red arrow on it.

This will make a pop-up window appear, where you will be given the choice between two virtual signatures. Click on the signature you prefer, draw your signature or upload, and then click 'Adopt and Sign' on the bottom left.

Your electronic signature will be visible in the share certificate and click the 'Finish' button at the top of your screen to finalise the process.

Please note that the share certificate is not officially issued yet. The next step in the process is for your witness to sign the share certificate too.

Once the witness has signed it, the shareholder will now be able to see their share certificate.

The Task page will be updated to Completed and you can also see in the Certificates page that the status has updated to "Signed".

You can also click on View and you can see the signed share certificate attached:

If at another point in time, the shareholder transfers some of their shares, the existing share certificate will need to be cancelled and a new one will need to be issued. For example, the shareholder has been issued 1,000 shares and the corresponding certificate has been signed.



The shareholders have now been issued a further 500 shares. We can see that we now have a share certificate of 1,500 (calculated by adding the new 500 issuances by the previous 1,000 holdings) in a registered status. This sits alongside the previously signed certificate.



Now, it is a case of signing the newly registered certificate. Once signed, we can see that we are left with this final certificate and the previous one has been removed.



It may be a case that as an administrator, you would like to locate the previous certificate that has since been removed. To do this, click 'Include Cancelled'. We are now able to find the cancelled certificate and view the relevant details.