Are physical share certificates required for an Ontario corporation?

Under the Ontario Business Corporations Act, a corporation must maintain a share register recording the names and addresses of each shareholder and the number and class of shares they hold. However, the obligation to issue physical share certificates to shareholders is not absolute — the OBCA allows shareholders to waive their entitlement to a certificate, and many modern private corporations manage their share records entirely through a share register or ledger maintained in the corporate minute book rather than through physical paper certificates.

That said, issuing share certificates remains common practice, particularly in closely held corporations, and they provide a tangible record of ownership. When shares are transferred, the old certificate is surrendered and a new one is issued to the transferee.

If you are reviewing the records of an existing corporation and share certificates have not been issued, or if old certificates cannot be located, this is a housekeeping matter a corporate lawyer can help resolve. Lost share certificates can usually be handled through a lost certificate affidavit and the issuance of a replacement. What matters most is that the underlying share register accurately reflects who owns what — the certificate is evidence of that, but the register is the authoritative record.