Share Certificates in a Drawer and No Grant of Probate Yet

To sell shares held by someone who has died, you go to the company's registrar, not to a bank or a broker. Paper share certificates are administered by registrars: the firms that keep each listed company's register of shareholders. Whether the registrar needs a grant of probate before it will let you sell or transfer the holding depends almost entirely on how much the shares are worth, because most registrars run their own small estates procedure that skips the grant for modest holdings.

So your father's certificates are not a bank matter and, for smaller holdings, may not be a probate matter either. The certificate itself tells you who to contact: the registrar's name is printed on it, usually one of a handful of firms such as Computershare, Equiniti or MUFG Corporate Markets, formerly Link Group. That registrar, not the company whose shares they are, is the organisation you deal with to sell the shares, transfer them to a beneficiary, or sort out a dividend cheque made out to someone who has died.

This article walks through how to identify the registrar, how to work out whether it needs the grant, how the sale or transfer actually happens, and what to do with dividend cheques and lost certificates. It is written for an executor holding paper certificates and unsure where they even fit in the estate.

Who actually holds paper shares: the registrar

When someone owns shares as paper certificates, the shares are said to be held in certificated form, and the definitive record of ownership is the company's register of members. Listed companies do not keep that register themselves; they outsource it to a registrar. The registrar issues certificates, pays dividends, sends out annual reports and voting papers, and processes changes of ownership, including on death.

This is why a bank cannot help you with paper certificates, and why a stockbroker will only get involved once you want to sell rather than to establish ownership. The registrar is the gatekeeper. Everything you need to do with the holding after a death, from registering the death to selling the shares, goes through it.

Look at the certificate and find the registrar's name and contact details, usually at the foot or on the reverse. The great majority of UK holdings sit with a small number of registrars, so if your father held shares in several companies you may find the same registrar administers more than one of them, which lets you deal with several holdings in one conversation. Each registrar has a dedicated bereavement team and a bereavement pack, and that is where to start.

Does the registrar need probate? The small estates route

This is the question that decides how much work is involved, and the answer is refreshingly practical: it depends on the value of the holding, and each registrar sets its own limit.

There is no single legal figure that says a shareholding needs a grant of probate. Instead, each registrar operates a small estates procedure, and below its own threshold it will deal with a holding without a grant, on the strength of a certified death certificate, the registrar's forms, proof of your identity as the person entitled to act, and usually a signed indemnity in which the person receiving the shares or the proceeds agrees to reimburse the registrar if a rival claim ever emerges. Above that threshold, the registrar will want the grant of probate, or letters of administration where there was no will, before it moves the shares.

Because the limits differ from registrar to registrar, and can depend on the type of holding, the only reliable approach is to ask each one what it will do for the specific holding in front of you. It is entirely possible for a small parcel of shares to be dealt with on a death certificate and indemnity while a larger holding in the same estate needs the grant. Do not assume that because the estate as a whole will need probate, every asset must wait for it; and equally, do not assume a holding can skip the grant until the registrar has confirmed it in writing.

If the whole estate is modest, working out early which assets can be released without a grant can occasionally mean the estate does not need one at all, which saves time and cost. That is the same logic that makes the Scottish simplified route worthwhile, described in small estate confirmation and the help the sheriff clerk gives.

How to sell or transfer the shares

Once the registrar is satisfied you are entitled to act, you have two routes, and which you choose depends on what the beneficiaries want.

The first is to sell the shares and bring cash into the estate. Most registrars offer a bereavement share dealing service that lets you sell a certificated holding directly, without opening a broker account, at the market price on the day. It is straightforward and it is often the right choice where the will leaves cash legacies or where the shares are simply to be split between beneficiaries as money. You can also use an ordinary stockbroker to sell certificated shares, but you will still need the registrar to have registered your authority first.

The second is to transfer the shares as they are to a beneficiary who wants to keep them, or into the names of the executors while the estate is administered. A transfer is done using a stock transfer form together with the registrar's own paperwork; the registrar cancels the old certificate and issues a new one in the beneficiary's name. This keeps the investment intact, which matters if a beneficiary wants to hold rather than sell, but it also means that beneficiary takes on all the future admin of the holding.

Whichever route you take, expect the registrar to insist on certified copies rather than originals for some documents, and to be particular about signatures and identity checks, because it is protecting itself and the true owner against fraud. Read the bereavement pack carefully and send exactly what it asks for; a missing certification is the commonest reason paperwork bounces back.

The dividend cheque made out to someone who has died

Dividend cheques are one of the most confusing things to arrive after a death, because they keep coming for months, they are made out to the person who has died, and no bank will let you pay one in. That last point is important: do not attempt to pay a dividend cheque in the deceased's name into any account, including a joint account or your own, because it will either bounce or, worse, create a problem you then have to unpick.

The correct step is to return the cheque to the registrar with a copy of the death certificate and ask for it to be reissued to the executors or credited to the estate's holding. At the same time, registering the death with the registrar makes sure future dividends are redirected correctly rather than continuing to be issued in a name that no bank will honour. If dividends were being paid straight into a bank account rather than by cheque, tell the registrar so it can stop paying into an account that is about to be, or already is, frozen.

Small residual dividends have a way of turning up long after you think the estate is finished, so it is worth keeping the estate's paperwork and a note of the registrar's reference for a good while after everything else is closed.

Lost certificates and holdings nobody knew about

Very often the certificates are incomplete, out of date, or missing altogether, and sometimes the first sign of a holding is a dividend cheque or an annual report arriving for a company nobody realised your father owned. None of this is fatal.

A lost certificate does not mean a lost holding. The register, not the certificate, is the proof of ownership, so the registrar can confirm what your father held and issue a replacement, usually against an indemnity and sometimes a fee that rises with the value of the holding. If you suspect there are shareholdings you cannot identify, the incoming post is your best evidence: dividend counterfoils, shareholder mailings and consolidated tax vouchers all name the company and often the registrar. Redirecting and reading the deceased's post carefully in the first months is worth the effort, which is one reason it helps to think about stopping unwanted post while keeping the mail that matters rather than binning everything addressed to the person who died.

The same methodical sweep of the paperwork tends to turn up the other loose ends of an estate at the same time, from streaming subscriptions that keep billing for months to accounts and policies nobody mentioned. Treat the share certificates as one thread in that larger tidy-up rather than a job on their own.

Tax when the estate sells shares

Selling shares from an estate brings two different taxes into view, and it is worth keeping them apart in your mind.

Inheritance tax, where it applies, is charged on the value of the estate at the date of death, and the shares are valued as part of that. Capital gains tax is different: if the executors sell the shares for more than their value at the date of death, the increase can be a chargeable gain for the estate, quite separately from any inheritance tax. Equally, if the shares are sold for less than the date-of-death value, there may be a loss that can be useful. The date-of-death value therefore matters twice, once for inheritance tax and once as the starting point for any later gain or loss, so record it carefully when you get the valuation.

Where a spouse or civil partner has died, the position also interacts with the reliefs available between married couples and civil partners, including the ability in some cases to claim an unused allowance from a spouse who died years earlier, which we cover in claiming an unused nil-rate band from a spouse who died long ago. Tax on estates gets technical quickly, and where the holdings are substantial it is worth taking advice rather than guessing; our guide to probate, the estate and inheritance tax explains where the thresholds and reliefs sit.

Scotland and Northern Ireland

Registrars operate across the whole of the UK, and the way you identify the registrar, sell or transfer a holding, and deal with a dividend cheque is the same wherever the shareholder lived. What differs is the grant the registrar asks for once a holding is above its small estates limit.

In Scotland the equivalent of a grant of probate is confirmation, obtained through the sheriff court, and a registrar dealing with a Scottish estate will ask for confirmation rather than an English grant. In Northern Ireland the grant is issued by the Probate Office there under its own procedures. The small estates limits the registrars themselves set are their own commercial thresholds and generally apply regardless of jurisdiction, so a modest holding can often still be dealt with on a death certificate and indemnity in Scotland or Northern Ireland just as in England and Wales. As always, confirm with the specific registrar rather than assuming.

Where life cover fits in

Shares are a slow asset to turn into money after a death. Even a holding that can skip the grant takes weeks of paperwork, and one that needs probate can be locked up for months, all while the household's bills carry on. That gap between a death and any usable money is the reason so many families struggle in the first weeks, even when the estate is comfortable on paper.

A life insurance policy written in trust sidesteps that, because it can pay the family on the death certificate alone, outside the estate and without waiting for a grant, giving them ready cash while investments and property are still being untangled. If sorting through your father's certificates has shown you how little of an estate is actually reachable quickly, and you want your own family to have money that arrives fast, you can get life insurance quotes and ask an FCA-authorised broker how cover written in trust would work. Whether a policy pays, and on what terms, always depends on underwriting and on how it is arranged.

Frequently asked questions

How do I sell shares belonging to someone who has died?

Contact the registrar named on the certificate rather than a bank or broker. Each registrar has a bereavement process and will tell you whether it requires the grant of probate, and which forms are needed to sell the holding or transfer it to a beneficiary. Many registrars run their own dealing service so you can sell certificated shares without opening a broker account.

Do small shareholdings need probate?

Not always. Registrars operate their own small estates procedures and will often deal with modest holdings on a death certificate, a signed indemnity and identification. The limits differ between registrars, so ask each one before assuming a grant is needed. Sometimes releasing the smaller assets this way means the estate as a whole never needs a grant at all.

What do I do with a dividend cheque in the deceased's name?

Do not attempt to pay it into any account. Return it to the registrar with the death certificate and ask for it to be reissued to the executors or credited to the estate's holding. Registering the death with the registrar also makes sure future dividends are directed correctly rather than continuing to arrive in a name no bank will honour.