What is the difference between Registered Shares and Bearer Shares?

 

There are two key differences as between Registered Shares and Bearer Shares:

  1. In the case of registered shares a NAME appears on the share certificate (ie the name of the shareholder) and in the Share register stored confidentially at the Company’s Registered Office. To transfer ownership of Registered shares, in addition to meeting the legal criteria of being able to point to evidence of intention to contract/transfer ownership, (you might want to have a share sale agreement in place to ensure that this criterion is satisfied), as a minimum, a share transfer must be signed and deposited at the Company’s Registered Office together with the old/original share certificate (+ DD/ID docs with respect to the new shareholder will need to be supplied to the company formation agent).
  2. In the case of Bearer shares, although no name appears on the actual share certificate, in most IBC centres the name of the person holding the share certificate must be recorded (albeit confidentially and subject to local privacy laws) in the share register kept at the Company’s Registered Office. To transfer ownership of bearer shares you do NOT need a signed share transfer you simply hand over possession of the share certificate (although ideally you’d like to be able to point to evidence of intention to contract/transfer ownership eg you might want to have a written private share sale agreement put in place prior to hand over). Whoever “bears” the share certificate, prima facie, owns the Company; however, in most IBC centres, the name and address of the new holder of the bearer share certificate will also need to be recorded in the share register at the company’s registered office (+ DD/ID docs will need to be supplied to the company formation agent) for the process of change of shareholder to be completed at law.

Whilst Bearer Share Companies are perceived to be more private the disadvantages are:

 

1. In the jurisdictions that still allow bearer shares the share certificate/s must be “captured” ie held by an approved custodian (eg a Bank, Law Firm, Licensed International Corporate Service Provider etc). This adds an additional cost to the admin of your company of, on average, around $300 per year.

 

2. Banks don’t like Bearer Share Companies. More and more Banks are refusing to open accounts for Bearer Share Companies. They are very wary of the fact that ownership of the Company could change without the Bank knowing. Depending on the “Character” of the person taking over ownership of the Company this could leave the Bank highly exposed. The end position is if you do choose Bearer Shares you will have a much narrower choice of Banks.

 

If you are looking for privacy but wary of the restrictions that come with a Bearer Share Company you would be wise to select the nominee shareholder option. For details of how that can work for you click on these links:

 

http://offshoreincorporate.com/faq/should-i-engage-nominees-or-should-i-direct-and-hold-the-shares-in-my-offshore-company/

 

http://offshoreincorporate.com/faq/how-can-i-protect-my-underlying-ownership-of-my-offshore-company-where-a-nominee-is-engaged-to-act-as-director-or-shareholder/

 

Keep in mind also for a share certificate (whether a Bearer share or Registered share) to be valid it must be signed by the Chairman of the Board (or Sole Director of the Company where there is only one director). In the case of bearer shares the Director can sign the share certificate and keep it or give it to a custodian for safekeeping (eg his/her Lawyer or Banker) as the company owner may instruct.

 

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